Overhaulin'
by The1upguy
Summary: As the title implies, what would Chip Foose do to restore a car from Cars: A young pony car finds new life years after his first is taken by a terrible accident in this slight cross-over between Pixar's Cars and Overhaulin'. I have rated this story K plus for a reason. There is no cursing of course, but moments of depression and sadness may be too strong for a younger audience.
1. Detour Ahead

**First and foremost, as you can see the day I posted this, MERRY CHRISTMAS!**

**Hello Cars fans...this is a story I came up with while watching one of my favorite shows, as seen in the title. This could be called a cross-over, but there is no Overhaulin' category to pick from, so here it will stay.**

**I love the Cars movies, and I am a big fan of Chip Foose and his design work. So when I saw him restore a 67' Mustang, just after watching Cars with my niece for the fiftieth time, this is what I came up with. I hope you enjoy it.**

**The first chapter is a warm up to our _'MARK'_, a 67' Mustang named Winston, as he heads for his date with destiny. A bright red pony car that knows he is fast, but is timid to use it. He has found himself in an unbelievable position to become the face of a new Racing team, and is making his way to the west coast on the unfinished I-40. **

**Please review at the end...good or bad, I want to hear it!**

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Chapter One: Detour Ahead

Only the light of a nearly full moon, and the billions of stars accompanying it in the night sky, was shinning on the newest section of Interstate 40. However, the noise coming from this pristine stretch of Freeway, rumbled for miles. The distinct sound of a throaty V8 engine, filled the area with a wonderful tune, as Winston opens his throttle once again.

"Woo hoo! I love that sound!" The young pony car remarks to himself, enjoying the music of his new 351 Cleveland echoing across the asphalt.

At four in the morning, and deep in the desert, the red mustang decided to find out what his future life may be like, and is now racing down the road without his lights. The rush of adrenaline coursing through his fuel-line gives Winston a strange unstable feeling, but after a half an hour of driving, and not seeing another car on the new road, Winston's eyes have finally adjusted to the limited light, and so has his confidence.

It was the fear of driving without headlights, and a handicap he must get used to if he is to be accepted into the world of Piston Cup racing. However, seeing his future now clearer in the dark, the young mustang is finally starting to push himself. At one hundred and fifteen miles an hour, Winston has achieved his fastest speed ever, but knows he has one more gear, a gear he has never touched before in his early life.

"_This is it Winston, don't be afraid of the power under your hood!"_ He says to himself, taking another glance down the long straight road, and seeing only the mountains on the horizon.

"_Dinaco wants the best, and I am going to prove that I'm the King..."_ He continues, knowing his future awaits in California, and an interview with a new Piston Cup racing team. However, another car is also on his way, and this car has been a thorn in the young Muscle car's side. A powerful feeling of rage is soon felt, deep under Winston's hood, and the flashing image of a blue Plymouth Superbird's tail lights, that always edged him out in the final laps at home.

"...AND THIS TIME, IT'S NOT GONNA BE STRIP WEATHERS!"

Suddenly the sound in the desert increases ten fold, as Winston switches gears, funneling his rage with flames from his exhaust. The ground shakes as the red mustang shoots past one forty, and the intensity of the wind forces him to squint a little more, however, Winston presses his accelerator harder.

One sixty, and he can feel his tires begin to lose grip. The stress on his eyes becomes painful, but yet he presses harder.

One Seventy, and the shaking in his front end begins to startle him, but yet Winston tightens himself up, thinking only of showing his courage, and he presses harder.

"ONE EIGHTY!" He barks out with excitement, quickly releasing the throttle as this record number is achieved in a blaze of pure power.

"You are soooo going down Strip, I promise!" The young mustang barks to himself, as he returns to a normal cruising speed of seventy-five, and turns his headlights back on.

"However, I might be going down too." The young pony car remarks, realizing his fuel tank has also taken a beating with this almost fifty mile demonstration of his power and skills.

_"I better watch how I use that speed, or tail lights are all I'll see in this race."_ He continues to himself, realizing that this kind of power has a heavy price. Winston lowers his speed again, conserving what he has, knowing Las Vegas is still a hundred miles away, and is the only place on the new highway to get fuel. However, with his headlights on, the young mustang finally notices a slew of orange signs lining the highway

"DETOUR FIVE MILES!" He barks, seeing the cluster of orange reflective signs, and realizing he must have passed hundreds in the dark.

"No wonder the highway is empty, Stupid!"

The red car quickly cuts his engine, and pulls to the side of the road, conserving his fuel. Winston shuts off all his power allowing him to notice the bright lights of construction far off on the horizon.

"This is bad!" He remarks, turning around, and looking back down the dark road he just traveled, knowing full well that running out of gas would be embarrassing before his big interview with Tex Dinaco.

"I can't go back...I'll never make it with the little bit of fuel I got left." The sleek red Mustang figures aloud, then returns his eyes to the west.

"Maybe they might have some gas at the construction site, and could let me barrow a few gallons..." He says with a bit of skepticism, knowing how temperamental a construction vehicle can be, especially towards a sports car.

"...or maybe they'll just bury me in the sand and laugh."

Winston smiles at the sudden thought, knowing how his backhoe friend would always joke about burying him under a ton of sand, just so he could win a race. The red Mustang starts his engine, and laughs his way down the empty Interstate, thinking more of the one who helped talk him into trying out for the Piston Cup series.

"I just hope these guys are like you Sampson..." He remarks, recalling how his friend's generosity and compassion was the only thing he regretted leaving behind. A vision of the large yellow truck's front-end load bucket crosses Winston's mind, and how it was always curved upward, expressing the smile that never seemed to leave his face.

"...I will need to see a smiling face if I'm gonna make out of this desert."

Winston takes a calming deep breath and continues down the road, knowing regardless of how he is received by this construction crew, it is his best choice. It takes a few minutes at normal speed for Winston to arrive, and he quickly shuts down his engine as he draws up to the line of cones blocking the road.

"EXCUSE ME GUYS!" The red sports car calls out to the group of trucks, tearing at a large ridge to clear a straight path for the continuing freeway, and all five turn in unison.

"What do you want RED?" A small yellow pickup truck replies, startling Winston as he pulls alongside the red sports car.

"Are you dumb or something..." he continues, focusing his headlights to the orange sign that reads End of Road. "...there was a hundred signs, stretching back twenty miles, warning that the Interstate is not going to be finished for another week!"

"Yes I noticed, sir!" Winston replies quickly, trying to defuse the construction workers attitude, and he lowers his front end expressing a sense of helplessness. "I just thought there was another exit before this, and I guess I missed it."

The yellow truck just rolls his eyes, then turns on his brights, shining them upon the work plans to his right.

"Your turn-off was six miles back, HOT RODDER." He barks out, showing Winston the spot on his map he shot through at top speed.

"You'll need to take route 66 West, about ninety-five miles, and you'll hook up with the Interstate again, just outside of Vegas."

After crunching the impossible numbers in his head, Winston notices the fuel tank in the construction yard, and suddenly realizes how much trouble he is in.

"Oh my goodness!"

"What is it?"

"You guys all run on diesel!" Says the concerned Mustang, knowing he cannot use the different fuel, and absolutely sure there is no way to get that far with the little unleaded gas left in his small tank.

"I'll never make it to Vegas."

"You don't have to!" The yellow truck barks out, suddenly showing a wide grin across his bumper, then highlights a small town on his map. It is a spot all six have frequented while taking a break, and a place he know the red car will receive great care.

"That's Radiator Springs, and it's only fifteen or so miles from here. Just stop at Flo's V8 cafe, and she'll top off your tank with a smile and a story or two."

"Even at this time in the morning?"

The small pick-up smiles wider, and rolls up grille to grille with the red pony car.

"This is the time a day, that make Radiator Springs shine!" He remarks, then presses a button to turn off all the lights at the site.

Winston stares at the F150 for a moment with a look of surprise, but then notices a glow of multiple colors coming from behind him, in conjunction with the mark on the map.

"What is that?"

"Radiator Springs!"

A smile fills Winston's face, as this light shimmers with the pulsing colors of a rainbow.

"That is remarkable!" Winston replies with excitement, only believing the new city of Las Vegas shined in the desert like this.

"I can't wait to get there, if I can make that distance."

"If you can't make it, I'll just give Tow Mater a call!" Remarks a large excavator, slowly rolling up on the conversation, after hearing his favorite town mentioned. "He's a tow truck, and a good friend of mine. I know for a fact he would gladly come out here and bring you into town."

"TOW ME!?" The dazzling red car barks out with a bit of arrogance, then notices the anger returned by his outburst.

"Mater doesn't TOW anything!" The large earth crushing machine replies, lowering his boom closer and closer to Winston's pristine candy apple hood, making the new pony car back up with fear.

"He carries you with his heart, and you will see exactly what I mean, when he comes here to pick you up."

"I said I don't need to be towed." Winston returns with as strong a voice as he can muster, standing up to the much larger machine. However, The large excavator suddenly lunges forward, and Winston backs up further. He falls into an unfinished section of the road, and his rear tires strike an exposed grid of steel re-bar, buried under the still wet cement bed of the Interstate.

"You were saying!" The large machine laughs, seeing the small red pony car cringe at the numbing pain of two flat tires, and the helpless feeling of his back-end lowering to all the way to the ground.

"I think you'll need that tow now!"

"You must know my friend Sampson!" The red car remarks sarcastically, trying to pull himself from the muddy concrete, and having little success without his rear tires for traction. However, this is how Winston gained respect from his larger peer, and a single memory repeats in his head.

The day he showed what his power is all about to a bullying backhoe, and now best friend.

Winston's brown eyes lock upon the large excavator, and his buddies whom have gathered around to witness the large truck's abuse of a small red sportscar. With a grunt of power from his engine, Winston rips the rubber from his destroyed rear tires, showing none of the pain on his front grille. It takes several agonizing seconds, but the determined red car yanks himself from the thick wet cement, and pulls back onto the hard asphalt top coat on bare rims.

"However..." Winston remarks, his voice showing the stress of freeing himself. "...I will be fine to make it there without a tow!"

All five large machines balk, as does the small yellow foreman, as Winston begins to grind slowly away.

"HEY!" The large yellow earth eater barks out, watching the red Mustang gingerly continue leaving.

"WAIT A MINUTE! PLEASE!"

Winston stops, hearing this massive vehicle's voice break with concern, and the large excavator takes a deep breath seeing his reverse light come on.

"I only wanted to you to meet my friend Mater, and I guess I got a little carried away, so...I'm sorry." The large truck says with a more shaky voice, and his fellow workers begin to stare at him with shock. However, Winston hears and sees the same face he saw years ago in Sampson.

"Well it's only two tires, and a buff job. So, I'll be fine big fella, don't you worry." The pony car replies with a smile, and the large truck shows him a grateful grin.

"Listen my friend, let me call Mater." The large truck remarks with a new voice, one of joy in still hearing a tone of respect from a car he tried to make feel weak.

"I will get him to tow..." The large excavator balks for a second, looking down at Winston, and showing a wry smirk, before changing his statement

"...I mean, I will get you a RIDE into town, and take care of the damages I caused."

"Thank you...ahhh!" Winston falters with his gratitude, not knowing who he's thanking.

"I'm sorry, I didn't get your name my big friend."

"Paul Grinder..." The large truck remarks, seeing the expression of embarrassment on the red car's face. "...and you little fella!"

"Winston Stangley!" The pony car remarks, and quickly the foreman opens his eyes wide.

"Hey...I've heard of you!" The yellow Ford pickup remarks with excitement, suddenly looking at the red car with shock and awe.

"Your gonna be Dinaco's rookie of the year driver in the Piston Cup series this year, according to Ford Texas Racing Today. They also think you will break those records set by the old Hudson Hornet twenty years ago."

Winston blushes again, feeling modest about his work, knowing he still has one more important race to win, just to make the Dinaco team.

"I hope so." He replies with a bit of concern in his voice, and the large excavator suddenly feels horrible.

"Oh my goodness!" The massive truck remarks in a panic, looking down at the damage he caused to the red race car, and believing he is the reason for Winston's concerns.

"I will call Mater right now, and also make sure Luigi and Ramone are awake to fix..."

"Easy!" The red Mustang remarks, seeing the big excavator almost run over several of his friends, rushing to a phone set up for emergency calls.

"Don't fuss big fella, I still have four days to get there, and like I said before, I'm fine!"

The candy apple red muscle car rumbles his engine, sending out a wave of harmonious thunder in every direction, filling the hearts of the construction vehicles with the musical tone of his unblemished power.

"It's only two flat tires."

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**This is only a taste of my OC, and the next chapter will have all of your favorites. So stay tuned to see how Radiator Springs looked in the early seventies, just before the Interstate opened. **

**Again I wish all celebrating a merry Christmas, and a wonderful present would be a review of some kind words**


	2. Pit-Stop!

**A quick note for this chapter _("all the Italian quotes are translated to English by Babylon, and have been place inside parentheses")_ The translations are to the best of my knowledge, pretty close, so if I got some wrong...I am sorry.**

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Chapter 2 "Pit-stop!"

Winston's eyes are forced towards the east, as his tail end is being towed west. However, this does not bother the red Mustang, as his vision is filled with the glorious light of the sun, now showing signs of rising up over the plains.

"That is beautiful!" The young Mustang remarks, never seeing the sky this big in his life. His eyes are transfixed on the blending yellows and reds, as they mingle with dark blues and purples, creating a rainbow of color.

The red Mustang takes a deep breath, taking in all nature's splendor, not having to concentrate on driving.

"Thanks Mater..." The young pony car remarks to his rescuer, looking into his rear view at the sky blue tow truck. "...it was real nice of you to show me this, I've never really seen the sun rise so clearly, living in the big city and all."

"Shucks Winston...it was nutin'!" Mater replies with a deep southern drawl, keeping his ride smooth and his eyes forward, making sure the red car is not jolted as he admires the view.

"However..." The young tow truck continues, slowly coming to a stop, then turning on the small yellow light upon his roof.

"...I don't believe that is the best light show in town!"

Winston is startled as he begins to move forward, and locks eyes on the jagged rocks before him.

"Hey! Where are you going?" The new Mustang barks, as his shiny chrome bumper head towards a large boulder, but Mater quickly turns his wheel, and cuts the red Ford away at the last second.

"WHOA!" The pony car barks, closing his eyes with fear from the intense moment. However, after a few seconds, his eyes open again realizing he is moving down the road, and with a smooth ride once again.

"How in the heck?" Winston barks out, seeing the road before him as if he was driving Route 66 himself.

"I coudn't let your first trip inta Radiator Springs be backwards!" Mater remarks, staring into Winston's side view mirrors through his own. "I just wanted to give ya the full experience is all!"

"_What?" _

The red car is flabbergasted at the odd tow truck, until the first streams of neon reflect off his hood, pulling his eyes forward. A large smile fills Mater's face, seeing the reaction in Winston's eyes, through his own mirrors. The sky blue tow truck, then focuses on his task, keeping Winston straight on the narrow road, so his eyes can take in the glory of his fine home.

"In the name of Henry Ford!" The Mustang says with pure awe, as his soul is taken by the unbelievable amount of colors cascading across his glossy coat, making him squint harder than when he was traveling one-eighty.

"WELCOME TO RADIATOR SPRINGS!" Mater remarks, keeping his steady pace, as Winston's eyes wander back and forth from light show to light show.

"This is incredible Mater..." Says the young Mustang, trying to take in every aspect of this jewel in the desert, and failing miserably at it.

"...I have never seen such a display of craftsmanship, loyalty, and pure pride in what a Car can do!"

"That's just a lot of lights is all, ain't nutin' more than a way to attract attention, ya know!" Mater replies, looking over to his left, and spotting two of the locals he know and loves... Fillmore and The Sarge

"It's the Cars that live here...that's what makes Radiator Springs shine in my book!"

Winston looks over at the less extravagantly light shops on the outskirts of the city, and notices an old army jeep and a relatively new VW Microbus, parked at each others fence line, and arguing intensely with one another. However, they quickly notice the flashing yellow light on their friend Mater, and both turn their attention to the red Mustang he is towing into town backward.

"Hey Mater! What are you doing to this poor red sports car man?" The VW Bus remarks with a slightly slurred and drawn out voice, driving up to the road to greet his tow truck friend, and the pony car he's lowering down to the ground.

"What's it look like he's doing hippie!" The Sarge barks out, startling Winston with his strict voice, and rolling directly up to his back-end.

"He's towing a guy who obviously cannot control his speed!"

"HEY! This wasn't my fault." The red car replies, knowing this was not his fault, but still holds his tongue as the Sarge gets a bit angrier.

"I heard you driving like a maniac up the Interstate, all the way from here, so don't you go and tell me you didn't blow out your tires while acting like a fool, because I know better!"

"Paul Grinder did that to him, Sarge!" Mater suddenly remarks, and the green jeep shuts up quickly, showing embarrassment on his windshield.

"OH...Uhmmm... Carry on then Mater, and get this young car over to Luigi's place on the double!" He orders, and the blue tow truck just rolls his eyes for a second, before lifting Winston's rear up off the ground again.

"He still thinks he's in the army, but they made him retire after thirty years of service..." Mater explains, before tuning around and pulling Winston down the road. "...he's a genuinely good soul, and I believe the army was stupid to let him go with so much more in his tank."

The red Mustang quickly agrees as the Sarge shows regret in his eyes to the one he scolded, then lowers his headlights down to the ground.

"I can tell he is a bit high strung...but what soldier isn't?" Winston replies, staring at The Sarge and showing him a very understanding grin, then smiles to prove he was not insulted.

"In fact...I appreciate that type of strong attitude from the ones that protect my freedom!"

The Sarge raises high upon his knobby wheels, feeling the pride this young Mustang has showered him with a very prominent compliment.

"Thank you son...and God Bless Americar!"

Winston raises his passenger side windshield wiper blade, and folds it against his roof line, saluting the Sarge the way a soldier would. The old Jeep suddenly smiles wide, but only for a second before snapping to attention, and saluting the red car back.

Mater, in his rear view, watches the proud Jeep return to his conversation with Fillmore, however, with a more gentle tone then before.

"Dang, Winston...I ain't never seen anyone tame the Sarge that fast!" The blue tow truck remarks, proceeding down the road to the only traffic light in town.

"My father was in the Army too, and he was a lot louder than him, Mater." Winston replies, actually seeing a lot of his old man in the army Jeep's actions, and reminiscing about his own father's pride.

"It just takes the right words to quiet them down, so they can hear what you really have to say!"

"Shucks Winston! I usually just tell him to be quiet or I'll tow him to the junk yard while he's sleepin', and that does the trick most of the time!"

The red car begins laughing, as Mater does too, professing the fact he was only kidding. The blue truck continues down the road, as the single traffic signal changes to green, and he turns into the first driveway on the left.

"Luigi's Casa della Tires?" Winston reads aloud, and is immediately greeted by a late fifties yellow Fiat, and a little blue forklift whom quickly yelps out.

"Pit-stop?"

"Why yes my little friend!" Winston replies, and the tiny blue forklift shows him a quick frown.

"Pleasa donta call him little..." The yellow car remarks with a thick accent, as Guido's rolls off saying something inappropriate in Italian. "...it's beena bit overwhelming with business, anda he's not in da besta moods of late I'm afraida!"

Winston shows embarrassment in his eyes, looking over towards the garage, and noticing the small truck just staring at him with his forks crossed.

"I truly didn't mean anything by that!" The red car says with a deep concern in his voice, then pauses for a moment to recall some of the vast knowledge taught to him by his heavily traveled father, and the friends he made abroad.

"Vedo che hai un grande cuore, e sarei onorato se tu potessi vedere passato mio magagne per aiutarmi." _("I see you have a great heart, and I would be honored if you could see past my flaws to help me")_

A large smile fills the blue fork truck's face as well as his yellow Fiat boss'.

"Dio mio, tu parli italiano!" _("My goodness, you speak Italian!") _Luigi remarks, as Guido rolls up with a wider smile on his front grille.

"I did nota expect such class from a Mustanga..." The sparkling yellow Fiat continues, and the small blue fork truck begins yelling again, but this time at his boss for insulting the red muscle car's heritage.

"Easy my big-hearted friend...it is odd for a muscle car from Texas to be fluent in Italian, but my dad showed me the world before he passed on."

Winston stares into the small forklift's large windshield, showing Guido a true belief in the words he speaks, taught to him by a proud General and father

"One thing he always made me remember was never insult a total stranger, because..." The red car pauses, then smiles, and repeats a life-lesson taught in one of many languages he has learned.

"...Quello che affronto, avrebbe potuto essere un buon amico perso, da uno stupido momento." _("The insulted, could have been a good friend lost, by one stupid moment.")_

Guido and Luigi both look at each other and smile.

"You are abbasolutly right, my frienda. Pleasa look around and let me know what kinda tires you are lookin' fora." Luigi replies, rolling back and gesturing Mater to pull the red Mustang into his shop.

"Grazie!" Winston replies, thanking the yellow Fiat for his hospitality, and then staring at the smaller fork truck with a smile.

"I'm sure I will find exactly what I need here." He continues, looking around at the vast choices, all laid out perfectly for viewing.

"Well I guess I can just leave ya here then, Winston" Mater remarks, and the red car turns around as the friendly blue tow truck lowers his rear to the ground. "No need to be toted around if you have all four tires again."

"No I guess not..." Winston begins to say when suddenly his engine begins to sputter. He looks down at his gas gauge, just as his motor stalls out where he is sitting.

"...on second thought!"

Mater smiles and spins around, gently lifting the red car again, and placing him on one of the many car lifts in Luigi's shop.

"I'll be right back then, I need to do sumthin' real quick, and then I'll take ya over to Flo's fer a drink." Mater remarks, as Guido begins sizing the red car's rims for a perfect fitting black wall racing tire.

"I'll be fine, thanks Mater" Winston replies, feeling a gentle touch on his sore feet, and knowing he will be in good hands for a few minutes.

"Do you wanna know something, my tow truck friend!" The pony car suddenly remarks, stopping Mater just as he was pulling out of Luigi's showroom.

"Paul Grinder was right...I didn't feel like I was towed at all, just given a tour of the town, and I can't wait to see the rest!"

"Well as soon as Guido fixes them tires fer ya, I'll come back and finish what I started." He says with a sense of pride, thinking of a new job title already.

"_The Towing Tour-guide." _Mater says to himself as he leaves, showing a vast smile on his grille, allowing Winston to turn his attention to the small fork truck removing the damaged rim on his driver's rear side.

"I messed that thing up good, didn't I?" The red Mustang asks with a simple smirk, already knowing his rims are trashed, and Guido holds one up to show the severity.

"Queste cose sono ovali, Winston. Mi dispiace, non riesco a montare qualsiasi cosa per loro." _("These things are ovals now, Winston. I'm sorry, I can't mount anything to them.")_ The blue forklift remarks with a bit of somberness in his voice, as if he is upset he can do nothing to fix them.

"No big deal...I needed new ones anyway!" He replies, then looks at the shiny set of rims just asking to be used. They look out-of-place, almost as if they were put there moments ago.

"VEDO che bella serie." _("I see that beautiful set over there.") _ Winston continues in his native tongue, and Guido smiles, knowing he put them there in anticipation. He saw Mater bringing the Mustang to his friend's shop from down the road, and already pick the set he thought would look best on the red sports car.

"Se non vi dispiace, vorrei vedere come appaiono su di me."_ ("If you don't mind, I would like to see how they look on me.")_

Guido zips over to four new black and chrome rims, grasping one gently with a fork and placing it on one of the many tire mounting machines at his disposal. The blue fork truck then disappears for a moment, coming back with a tire that puts a huge smile on Winston's face.

"_A racing slick!" _He says to himself, wondering how this little fork truck knows he will need them, however Guido quickly asks a question, taking Winston back to the conversation at hand.

"Lei parla italiano meglio quindi Luigi..." Guido remarks, as he works his craft to place the large tire on the new rim, and asking simple questions to keep his incapacitated customer occupied. "...Era il padre italiano, o aveva appena vi insegnano?" _("You speak Italian better than Luigi...was your father Italian, or did he just teach you?")_

"Non credo che mi ha insegnato se te l'ho detto!" _("You would not believe who taught me if I told you!") _The red car says with a wider smile, however he holds his tongue for a moment, knowing his answer will not only shock the blue fork truck, but could make him lose his concentration. Winston waits for Guido to stop using the large tire mounting machine, before gesturing his head towards the many portraits lining the Ferrari lovers shop

"Egli fece!" _("He did!")_

Guido drops the large tire, losing his concentration just like Winston expected, seeing not only truth in the red car's eyes, but a bit of cockiness as well.

"Ma stiamo scherzando...SAI ENZO FERRARI?" _("Are you kidding me...YOU KNOW ENZO FERRARI?")_ The blue fork truck cries out, catching Luigi's attention, whom was cleaning his shop for another bus day of work. However, his friend's next words bring him into the main room at top speed.

The smile on Winston's facing increases further seeing both small Italian cars showing intrigue, and immediately he begins telling the story of how Enzo became a good friend...and eventually his Godfather.

"He'sa jokin' with us, Guido..." Luigi remarks, looking up at the twenty or so pictures of the designer of his favorite auto. "...There'sa no way he knows Enzo Ferrari!"

Winston smirks for a moment, then turns on a single headlight. Both Guido and Luigi's eyes pop open, as an image is projected upon a blank spot on the showroom's wall.

"That's my Dad..." The red Mustang remarks, showing the only picture he has of him, and pausing as he stares into the eyes of the Ford F-Series Heavy duty truck, who raised this humble Mustang for only a short time. However, after the moment that Winston always takes looking into his father's eyes passes, he notices the shock on the yellow Fiat and the blue fork truck's faces.

"...and that's me with my Godfather, Enzo!"

Luigi and Guido say nothing, staring upon the large camouflaged Ford and the red Ferrari that adorns their shop on all four walls, holding a young red Mustang's fender, as he takes his first drive.

"I learned everything I know from those two Cars..." Winston says with a proud and humble voice, turning off the projection, and looking down at the yellow Fiat from the lift he is sitting upon.

"...and I'm thankful everyday for that!"

Luigi, does not truly hearing the deep feelings coming from Winston's mouth, as he is still overwhelmed by what he just saw.

"I cannot believa I have Enzo Ferrari's Godson on a lift in MY SHOP!" He yelps aloud, and turns to look the red Mustang in the eyes. "Thisa is the besta day of my lifea!"

Winston feels a boost to his pride for a second, but then suddenly becomes concerned as Luigi faints and falls over on his side with a loud thump.

"WHOA!" The red Mustang barks, quickly looking over at the blue fork truck with fear.

"IS HE OK?"

Guido stares at Winston for a moment, and says nothing, before falling over on his side with a slightly smaller thump.

"OH CHEVY!" The Ford yelps out, looking down at the ground four feet below, and knowing he is stuck up in the air now. However, just as the red car is about to yell for help, Mater returns to the garage door. A look of surprise fills the tow truck's face, as he has only seen Luigi and Guido like this once before.

"Shoot Winston, what happened?" He barks out, staring up at the red Mustang with a puzzled look on his front-grille.

"Did a Ferrari just come through or somethin?"

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**Winston has found his way into a few hearts of Radiator Springs already, but who he meets next will shock the young racer to his engine block. Can you guess who? Let me know if you think you got it, and tell me how I'm doing so far.**


	3. Delicate Work

**My inspiration for this chapter comes from two lines: _"You know, I once knew this girl Doreen. Looked like a Jaguar, only she was a truck!"_**

**So the answer is Doreen, and those that guessed Doc Hudson...you were wrong!**

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Chapter 3 Delicate Work

The sun was high in the sky, as Guido and Luigi finally came around, and were able to put four new tires on the red Godson of their hero. But by that time, the word had spread to the others in Radiator Springs, and many came by to get a glimpse of the red sports car.

Winston, feeling a little exposed lofted in the air, still remains humble, answering the many questions of customers, waiting for the two Italians to wake up and get four tires on the red Mustang.

"Of course he's fast!" Winston replies to a young VW bug, waiting in line with his parents for a new tire. The red car quickly shows another picture he has in his glove compartment, shining a new image on Luigi's showroom wall.

The tiny green Beetle was sobbing when he pulled up an hour ago, holding the tire he punctured off the ground with his dad's help. However, Winston has placed a smile on the youngster's face, as he waits with many others, trying to keep everyone calm with the vast knowledge he has of the worlds most famous Ferrari.

The young car's eyes light up, seeing a VW along side the red Italian, as Enzo has many friends. The picture shows both cars moving at incredible speed on the oval, and a blur of spectators in the background.

"He loves racing everyone, and will always make sure to keep it close..." The red car remarks, then shows a smile to the crowded parking lot of flat-tired cars, all of whom show interest with Winston's telling of this story about the great red Ferrari.

"...until he decides to switch gears on you!"

The young car shows a full smile, as does everyone else, when Winston shows the next few pictures of Enzo crossing the finish line first.

The crowded parking lot of cars moves in closer to see the images taken with perfection. However, Winston smiles deeper, knowing these are the images shot by his dad, and reminiscing with the moments his father saw in real life, now frozen in time forever.

"You'rea finished, Winston!" Luigi remarks as Guido places the last lugs on his right rear tire, and the crowd erupts with a cheer.

"Okaya... Okaya..." Luigi barks out, knowing he kept everyone out of his shop, while working on Enzo Ferrari's godson. "...I willa make it upato everyone herea, with A FREE TIRE!"

The crowd erupts again, however, Luigi smiles and continues with an ultimatum.

"WHENA YOU PURCHASA THREE OF COURSA!"

The crowd then mutters, and Guido rolls his eyes, hearing his cheap boss return in one sentence.

Winston remains in the air for a moment, as a few dozen customers roll by, all showing him a smile for passing the time. He awaits the blue tow truck, now talking to another car outside Luigi's shop, knowing he is still unable to start his engine.

"Excuse me... Mater!" The red car calls out, and the tow truck turns to him, showing the tears in his eyes. Winston quickly clams up with embarrassment, as the blue truck gestures for him to wait one second.

"Please stay right here fer me, Doreen...I promise ta be back ina minute!" Mater remarks somberly to the strange looking car he's speaking to, and Winston watches her lower her front end up and down in acknowledgment.

"I didn't mean to do that Mater." Winston remarks with concern, seeing depression on the jovial tow truck's face, and not liking the sight of it at all.

"It's OK Winston. I'm sure yer tired of sittin' fer hours up on that there lift." He replies, trying to sound his cheerful-self, and failing. Mater pauses, turning his eyes to his girlfriend, and feeling the pain he knew was coming for years, making the red car feel more uncomfortable.

"Are you alright my friend? The pony car asks, snapping Mater's attention back to the six year old Mustang. "Is there something I can do?"

"No..." The tow truck replies with pain in his voice, looking over at the custom Jaguar sitting patiently for her boyfriend to finish his job, before saying goodbye.

"...it's just that ma' sweetheart is leaving me, and there's nothing I can do ta stop er!"

Mater hooks up under the red Mustang, and Winston can feel a strong pinch, as a bundle of electric cables is pressed upon his front axle.

"OWWW!"

Everyone from town stares hard at Mater, never hearing him hurt anyone he tows, and none more sharper than the two-toned Jaguar, who's pain shows more on her face than Winston's.

"Oh my gosh...I'm so sorry Winston!" The tow truck remarks, quickly removing his hook from the cluster of copper wires that sends life throughout a Car's body. He takes a moment to compose himself, knowing he could have killed the pony car if he cut into that bundle.

"I'm OK...Mater..." Winston remarks with a cough in his response, trying to shake off the quick effect of a total lose of his power. "...you stopped in time buddy."

The red car continues trying to comfort the tow truck's shattered nerves, knowing he is completely lost inside his head, coping with devastating news.

"Listen my friend, I can get across the street..."Winston remarks, sputtering his engine to life with the few drops he has left in his fuel lines "...I can see you need to be elsewhere."

Mater looks at Winston with a very humble set of eyes, however he gently reattaches his hook, and lifts the red car's front end with a ease.

"NO! I need ta be here right now..." He says, suddenly towing Winston up to the black and green Jaguar, and showing an angered look in his eyes. "...cause' this town needs ME, and I won't run away on my friends!"

"Mater...WAIT!" Doreen barks, but the tow truck moves past her, taking his passenger out onto the mother road.

Winston balks, finally getting a full look at the customized Jaguar, as she turns to follow her upset boyfriend to Flo's. She has a flat bed from an old Dodge pick up, making her half truck half Jaguar. And on top of this, he also notices the bed is filled with trinkets, and years of stored memories.

"She's moving away isn't she?" The red car whispers, and Mater just lowers his head, answering the question without words.

"That's tough buddy, she seems like a real sweet girl!"

"She is..." Mater replies, looking into his rear view, and seeing the face he will miss.

"I know this is the best thing for Doreen ta do, and I know I'll miss er fer the rest of ma days." The tow truck replies, pulling into Flo's gas station, and backing the red car close to the pump without thought.

"Then why not go with her?" Winston asks, using his new rear tire to start operation of the gas pump, then looking into Mater's large rear view mirror.

"It appears she would like that as well!"

Mater takes a deep breathe as Doreen pulls up before him and smiles, however, the blue two truck spies several others that are scattered around, noticing the Cars that make him feel as special as she does.

"Cause this is my FAMILY, Winston..." He replies while unhooking himself from the red car, and rolling forward to his ex.

"...and I cannot leave all of them for you!"

Doreen tears up and shows a forced smile, before pecking Mater on the left fender, and turning around to drive away. The blue truck follows her out of Flo's station, and down the road, making sure his last words to her are alone, and remembered.

Winston feels for the young truck, as he escorts her to the edge of town, then watches Mater stop in front of his lot outside the city limits, staring like a loyal dog as his best friend leaves.

"Goodbye..." He says, as she turns around and backs away from a life she never expected to have back.

"...I'll always remember where I found the other half of my heart!"

Doreen begins to cry harder, as Mater turns into his salvage yard, and stares at the spot where the back of an old rusted pick-up once sat.

"I wonder what that's all about?" Winston remarks aloud, and is answered immediately by a large finned custom show car pulling up to his left side.

"It's a long story..." Flo remarks, rolling up to the front of the red Mustang, in order to make eye contact. "...but I won't mind telling it to someone as dazzling as you baby...Umm Hmm!"

"Excuse me!" Winston replies, shocked at the bluntness of the strange car's flirting, and blushes as Flo rolls up closer. However, a very angry '59 Impala rolls alongside of Winston, and opens his passenger door into the Mustang's side.

"Hey man, that's my wife your leering at...FORD!"

"WHAT!" Winston yelps with fear, seeing the rage written all over the flame painted Chevy's grille.

"Calm down Ramone!" Flo barks with anger, parking herself between the red hot rod, and her jealous husband. "I was just entranced by his paint job honey, It looks like something you did!"

Ramone pauses for a moment, staring at the candy apple red Mustang with a different set of eyes, and quickly admiring the pure color.

"Yeah, I can see that. It is a pretty vibrant red coat he's wearing, I was impressed myself when I saw it from across the street!" The flame covered black low-rider replies, suddenly smiling as he pulls closer to the red car, and shocking Winston with his bi-polar flip.

"Where did you get this work done man?" Asks the artistic Impala, staring at the spot he smacked his door against the Mustang. "It must have taken a whole day just to clear-coat you this thick, I don't even see a scratch."

"It was done in Italy, and it took three days, but I didn't mind the long amount of time in one place." The red car recalls, spending that time in a paint booth with his Godfather, getting his coat done by the master Ferrari's personal body-man.

"That's right..." Ramone remarks, noticing the quality of work, and hearing that Enzo's Godson was in town.

"...you're the young Ferrari wanna be!"

"Ramone!" Flo barks at her husband, hearing a taunting tone in his voice.

"What Honey! He's a crumby Ford, trying to look like a real sports car!"

Winston can hear the Chevy's insulting tone is just banter, not malicious or mean spirited, and he shows a slight smirk to a Car from Ford's greatest rival company.

"I must say your paint job is awesome too..." Winston remarks, glaring at Ramone's pristine flame covered hood and fenders, then shows a very snide grin himself.

"...you look exactly like every Chevy during a race...burning in flames!"

Ramone does a double take, hearing the same taunting voice coming from the Ford, and suddenly starts laughing as Winston does.

"I like you kid. You got spunk!" He says proudly, wanting nothing more than to talk longer to the red car now.

"Listen man, I would be honored if you let me pinstripe this paint job."

Winston does a double take now, and looks at Ramone with shock.

"You want a Ford in your shop, what kind of Chevy are you?" The red car replies with a laugh, then presses a lever to remove the gas nozzle from his side. With his tank full, and his tires fixed, Winston starts his engine and turns around on his own, looking at the low-riding Chevy's shop. It takes only a second for him to acknowledge the exceptional work, as Ramone's Place was the most extravagantly decorated shop he saw as he was brought into town backwards.

"However...I'd like to see some of your plans, before you throw any paint on this coat!"

Ramone smiles and bolts across the side street to his garage, opening the large bay door for a rival Ford.

"I have some cool ideas my red friend, and I think you'll like them."

Winston nods his head, but pauses for a moment, as the sounds of somberness whisper into his ears from far away. He looks back at Mater, knowing it his him, and feels bad for the tow-truck, knowing a good soul has lost his love.

"Is he gonna be alright, Ramone..." Winston says, turning his attention to the thousands of color swatches the low-rider has laid out, and some of his work. However, the red car is not thinking straight, wanting to know about the blue tow-truck whom has not moved for a few minutes now.

"...I don't think he was ready for this...was he?"

"No, she said she was leaving for nine years now..." Ramone remarks, pressing another button with his front tire, and all of the swatches disappear.

"...in fact, Mater was the only reason she stayed this long!"

Winston's eyes open wide, as a series of pictures appear before him, and he turns to look at the custom Jaguar pick-up that is still slowing driving East on Route 66.

"Oh my goodness!" He remarks, as his eyes return to the first photo of a wrecked XK-E. "What happened to her?"

"She was rear-ended by a semi-truck that lost it's breaks, and Mater brought her here."

Ramone stares in awe himself, remembering the extensive damage done, and how he was ready to give up on trying to save the young Jag, knowing she would never be able to move. However, one Car saw hope, and another found a way for her to drive again.

"I'll tell you something man..." The low-rider remarks, rising high on his shocks with the overwhelming memories of his best work. "...I have never been more proud of myself, then when Doc and I brought life back to a dying car, and then watched her DRIVE away with a genuine smile."

Winston admires the craftsmanship, as he sees the incredible detail done by an obvious skillful artist and mechanic.

"I have no problem with anyone who can replace the tail of a Jag with the bed of a pick-up, doing any artwork on my body..." Winston remarks, still looking at the before and after photos of Doreen. He pauses for a moment, and looks over to Ramone, whom has already grabbed a thin brush

"...but I don't really like Pin-striping!"

The low-rider frowns, and returns his brush to its holder, before lowering to the ground with a bit of depression.

"I really wanted to do some work on that pristine canvas of yours, man!" Ramone remarks with a bit of depression, then presses another button to begin closing up the door.

"HEY! What are you doing?" Winston barks, forcing the older Chevy to stop the door half way down.

"I didn't say I wanted nothing done...I just don't like Pin-striping." He continues with a smug grin, looking over at a different set of photos, deep inside the shop. He rolls in, and directly up to another Mustang's portrait, admiring the one thing he's always wanted.

"You want Racing Stripes?" Ramone asks, but already knows the answer as Winston's eyes remain locked on the photo of the Mach 1 hanging in the artist's studio.

"My dad said NO when I was little, and Enzo thinks they're stupid, so I couldn't get them done while in Italy." Winston replies, already envisioning the jet black stripes that will run up his hood, over his roof, and down the trunk. However, he turns his eyes to Ramone, and shows a look of regret

"I just wish I had the time for that!"

"Who said you don't?" Ramone replies, seeing a vision himself, and knowing he can do this job quickly, and with great precision. "I am the king of racing stripes Winston. I can do that in just under two days, and with the same thickness of clear coat!"

"Two days!" The Ford replies with a bit of anxious, thinking it would take longer, but knowing he still has to be out of Radiator Springs by morning, if he's to make it to California on time.

"I don't have two days Ramone, or I would be letting you tape off my windshield right now!" Sighs the red car, wanting nothing more than a new look, one that would make him feel like a Piston Cup racer.

"I could do it in a day, Winston!" Ramone remarks, looking up in the air to crunch numbers, and then turning those eyes to the red Mustang. "But I would not be able to clear coat the job more than once...if you get caught in a rain storm, you could start rusting!"

Winston hears the word RUST, and as a 60's Mustang, he cringes with a deep pain.

"That's not a good thing at all!"

Ramone nods his head, and turns off the lights in his showroom, as Winston begins backing out. However, the red Mustang stops, forcing the old Impala to turn the lights back on.

"What if I came back for the next layers of clear coat after the race. We are in the desert, and I don't think it's supposed to rain in LA for the whole week." Winston explains, looking at the Mach 1 Fastback, and falling more in love with the dual stripes running over the similar colored Mustang.

"I could finish my race, and be back here in less then a week. If I win, I will need my sponsor's decal painted and clear coated anyway, and I can think of no one else, even in Italy, who does this kind of work!"

"You mean I'd get a chance to paint a racecar!" Ramone remarks, knowing his name would be emblazoned on Winston as well, for millions of fans to see. "Absolutely!"

"Then get your masking tape out my low-riding Chevrolet friend, because I'm sporting stripes for this race."

Ramone smiles and turns on another set of lights, highlighting his paint booth.

"Well than, just roll into my pallor, relax, and I will do the rest!"

Winston pulls into the white booth, and Ramone follows alongside, already taking his tape gun down, and laying the first strip across the red Mustang's hood.

"Hey man! You need to stop shuttering!"

Winston suddenly looks at Ramone, and shows a sad set of eyes.

"I hope my father doesn't get too angry with me for doing this..." He says, then looks up towards the heavens. "...I know he's rolling his eyes at me now, and screaming for you to stop!"

"That's cause he hasn't seen what his son will look like when I'm finished..." Ramone responds, taking a moment from his craft to look up towards the heavens himself, knowing the young Mustang is having second thoughts.

"...I will make sure he is not disappointed."

Winston smiles while taking a deep cleansing breath, and nods his head for Ramone to proceed. The low-rider quickly returns his sharp eye to Winston's hood, masking off the wide lines in only seconds.

"In fact I will do a job that even Enzo Ferrari would like!"

Winston laughs, knowing the Italian car's hatred of racing stripes, and Ramone taps his rear fender with anger.

"Hey, if you keep moving man, I am going to mess up the lines!"

"Sorry!" Says Winston trying to hold as straight as possible, and staring forward at another picture of Doreen. However, this one shocks him to his core, as his eyes lock on the other car that helped Ramone repair the destroyed Jaguar

"HENRY FORD!" He barks out, lunging forward to get a better look, then turning around to stare Ramone in the eye.

"DO YOU KNOW WHO THIS CAR IS?"

Ramone balks, hearing a tone of surprise in the young Mustang's voice, as if he knows his good friend too.

"Of course I know who that is Winston! That's Doc Hudson...he's my neighbor!"

"HE'S YOUR WHAT!"

Suddenly the young Mustang's eyes open wider, as a late model blue Hudson rolls into the paint booth.

"What's all the racket in here, Ramone?" Doc Hudson remarks with anger, then locks eyes on a image from his past. A young car that once made the old Hornet feel so small, now sits before him with the same expression of shock

"WINSTON?!"

"Hello Hudson, it's been a while!"

* * *

**OK! I lied! It was Doc! **

**Winston knows Doc, and vice versa. T****he next chapter will be intense...I promise**


	4. One Last Chance at Redemption

**A short chapter, I know, but I think a powerful one. I may annoy some Cars fans with this, but trust me, the story will stay true to the movies.**

* * *

Chapter 4 One last chance at redemption.

The sound of masking tape, and the gentle hum of two engines at idle, is the only thing heard in Ramone's paint booth. Doc Hudson, slowly finishing the work the late-model Impala had stared, stares into the young Mustang's eyes, waiting for a barrage of new insults.

"So, you have nothing to say to me?" The old Hornet remarks, hearing the door close behind Ramone, knowing no one else is in the building with him and Winston.

"Why would I have anything new to say to you." The red car remarks, looking away from the old Hudson's sincere stare.

"Winston...I'm sorry!"

"SORRY DOESN'T MEAN A THING TO ME NOW, SIR!" The red car barks loudly, revving up his engine to cover the rage he is showing, knowing about Doc Hudson's secret, and trying to keep some privacy for him.

"HEY, What's going on in there?" Ramone barks into the door he cracked open, knowing there is some issues between these two cars, especially since Doc quickly became quiet, and threw him out of his own shop.

"Don't wreck the place, guys...I just had that booth refinis..."

"LEAVE US ALONE RAMONE!"

The sound of the door closing, then locking, brings Doc's eyes back to a child he knew years ago. He says nothing, seeing the tears beginning to surface on Winston's windshield.

"You didn't stay there for mom, after his funeral." The Mustang cries, lowering his head to the ground, as he thought this one great Car would remain behind to help.

"You quit on us... NO, that's not right!" Winston quips, turning to show the rage in his young but experienced eyes.

"You quit on HER!"

Doc begins to feel horrible, as Winston finally releases the reason he verbally assaulted him the last time they spoke.

"I know Winston, and that is why I'm sorry, kid!" The old car replies, dropping the tape gun, and backing out of the paint booth. "I was selfish, and never meant to hurt you or your mother. I just couldn't stay in the city with all those..."

The Fabulous Hudson Hornet stops talking, hearing the same garbage he told Winston three years ago, and the only time he has left Radiator Springs since arriving fifteen years earlier.

"You're right, kid...I am a quitter, and now I'll quit making excuses to a real Car!"

Winston balks, as Doc backs out of Ramone's shop, and leaves without another word. The red car suddenly shakes his head, and backs out of paint shop himself.

"Hey man...where are you going?" The flame covered Impala remarks, seeing his client pulling off hastily, covered in brown paper and blue tape.

"I'll be back Ramone." He replies, turning left out the door, and chasing the old Hudson down the dirt road leading North.

It takes a moment for Winston to get his bearing, as the racing tires he is wearing have little to no grip on the loose surface.

"DOC!" The red car barks out, seeing the Hudson's taillights, and knowing he will have trouble keeping up with the dirt road specialist "DON'T RUN...I WANT TO TALK THIS TIME!"

The old Hudson slams on his brakes, hoping he would have a chance to talk, and waits for Winston to pull along side. He allows for the dust to settle around them, before taking a deep breath of regret.

"I was stupid Winston..."

"NO...Uncle Hudson!" The red car cuts-off, looking up at the sky, and finding the star his father always point out at night. "I was wrong to yell at you like that. It was stupid of me, and I have regretted it for the past three years"

The brown paper coated Mustang looks deep into the grille of a car he once knew as well as his father's.

"I missed my Uncle! I'm so sorry I chased you away, and made you leave your sister behind...especially when she needed her brother the most!"

The Hudson Hornet looks over at Winston, and can see the young boy he once knew, as he raises his tear-filled eyes up to the sky again.

"My Dad would be so angry with me for acting this way to you Uncle Huddy..." Winston breaks down crying, as his thoughts are consumed with his mother's face, right after he went ballistic on her brother.

"...I know my mom sure was."

The old car shut down his engine, and stares at the young Mustang, showing a great deal of humbleness in his eyes.

"That was not your fault Winston..." The old Hudson replies with a deep regret that fills his heart. "...it was all mine!"

Winston turns his eyes to his uncle, and can see a single tear fall from his driver's side.

"You were only three years old, and I think I was more scared than you, when your Mom asked me to stay and help!"

Doc Hudson suddenly looks up at the star that Winston stares upon a daily basis, and closes his eyes tightly to confess.

"I walked away from him, Ranger!" The blue car suddenly yells to the single star dedicated to Winston's father, startling the red car with this loud-voiced confession

"I left them alone...and Winston was the only one that understood my cowardice!"

Doc starts his engine again, and tears off back to town, leaving the young Mustang alone with the twinkling of his father's star

"I know Dad!" He suddenly remarks, staring at his Uncle leaving a wide dusty trail as he speeds off again, just like he did three years ago. Winston gives a quick look to his father's light, and starts his powerful engine. "I'm not letting him get away this time!"

With the rumble of over four hundred horses under his hood, Winston stomps on his accelerator, leaving a thick cloud of gravel and rock in his wake. The paper and tape coated muscle car slides back and forth on the road, but with the training he has received from the one he's chasing, Winston begins to hold a tight line, and easily catches up to his slower moving uncle.

Doc hits the pavement first, and increases his speed to get away, but is not much faster on the solid surface as he was on the dirt. However, when Winston's tires hit the asphalt, his speed doubles. He quickly overtakes his Mom's brother, and power-slides to a stop before him.

The Hudson slams on his old brakes, grinding them to a stop an inch before his sister's son.

"What is wrong with you Winston! Are you nuts?"

"No Uncle Hudson! You're nuts to think I'm going to make the same mistake twice..." The red car pauses for a second, then shows a smug grin before continuing. "...or think that I would let you quit on me again!"

Doc Hudson balks at the young Mustang, showing wisdom beyond his years. However, his eyes notice several town's folk, staring with curiosity at the two bickering cars.

"Step inside my garage, Winston..." He remarks, looking around at his friends with an annoyed glare, and they quickly return to their daily routine. "...I don't want anyone to hear.."

"Oh, so you're still hiding!" The Mustang barks out, cutting Doc off, and the larger Hudson drives Winston from behind, pushing him forward into the garage.

"ENOUGH ALREADY!" The Hornet yells, slamming the door to his shop, and flicking on the light over the photo he keeps as a reminder. "YOU KNOW I DIDN'T QUIT!"

Winston looks up at the photo he has seen before in his home, then stares back at his Uncle with a bit of anger.

"You didn't try hard enough!" He remarks, and his words hurt the old Hornet more than the crash itself.

"What do you mean by that?"

Winston can hear the pain in his uncle's voice, and he takes a deep breath before continuing. He knows saying the wrong thing could make the Hudson bolt off again, but this is a conversation he is going to finish this time.

"You had other options Uncle Hudson. The Piston Cup was not the only race in town."

The young Mustang looks up at the photo again, and then down to the ground, recalling all the race history his mother was proud to tell her son.

"Mom told me you loved to race anywhere, and with anyone. She told me it was the one thing that made her brother happy!"

Doc Hudson lowers his head, hearing the truth told by the young muscle car, as if his Nash Rambler sister was here saying it herself.

"That was before..."

Winston can hear his uncle pause, and watches him look up at the picture again, reliving the moment his life took a wrong turn.

"I wanted to go back Winston, but...I was afraid!"

Winston shows great emotion, hearing the truth finally come from his uncle, knowing this was why he went into hiding.

"I know you lost your pride..." The Mustang replies, rolling forward and leaning against his Uncle's side as he would when he was younger. "...that's the reason I was so mad at you."

"I promise I will make it up to you Winston!" The old Hudson says with a heavy deep voice, leaning against the young car that reminds him of his confident sister. "Just tell me what I must do?"

Winston smiles through his tears, overwhelmed with how this detour has just changed his life.

"I found my Uncle...There is nothing more I need than for you to be there for me."

The two cars hold each other for a while, making up for time lost, when Doc suddenly asks a question he has no clue about, and now wants to know.

"Why are you here? Did you come looking for me?"

"NO..." The young car replies, rolling back to look his uncle in the eyes, wanting to see his reaction. "I was on my way to California, to interview with...Tex Dinaco!"

"Dinaco!" The Hudson remarks, still knowing all about the Piston Cup Racing Series, and a new sponsor being added this year.

"Are you Serious...you are going to race for the Piston Cup?"

Winston cannot tell if his Uncle is angered or surprised with the tone of his voice, however, he continues, knowing this was not just his dream.

"My mom wanted me to show the heritage of our proud racing family, and bring the cup back where it belongs." He replies, turning his head to the left and seeing one of Hudson's three Piston Cups, covered in dust, and laying on the floor.

"And that is not the right place!"

Winston then returns his eyes to his Uncle, and Doc chuckles, seeing the same look of arrogance his sister would show. He lowers his broad hood, and Winston suddenly sees a depressed look in his eyes.

"I guess I'm not surprised, considering she was my inspiration..." The classic sedan replies somberly, recalling her face at every single race he rode, including the last. "...as it was your mother who helped me through the roughest moment of my life..."

The Hornet looks up at the photo again, and realizes it is the last moment his sister must remember as well.

"...I didn't just give up on myself...I gave up on you, Nashly!"

Winston hears his mom's name, and can see the overwhelming depression beginning to weigh his uncle down. However a sudden thought occurs to him, and his focus in this conversation changes in one sentence.

"So what are you going to do to fix this Uncle Huddy?"

His bluntness snaps Doc Hudson back to reality, and he stares at his nephew looking for any advice.

"I don't know what I can do to fix what I've done!"

The red Mustang keeps his bluntness, rolling forward and becoming more stern with his words.

"There is nothing you can do to fix what you have done, that is the past, and the past is set in stone."

The red Mustang turns around in the small garage, looking back at the photo showing his uncle on his worst day.

"There is no way to go back and change what we have done, but learning from these mistakes we make our future, and the future is always a blank canvas!"

Winston spins around to look hard into the eyes of the one time greatest race car on Earth.

"Make that future with me Uncle Huddy...I will need your help if I am to make my Mother proud!"

The blue Hornet suddenly feels a surge of life, hearing nearly the same pride Nashly would speak with before every race.

"What do you wish of me Winston, I will do anything for my family?"

"Come with me to California, and be the crew chief for my team!" The young car says with a great deal of anxiousness, knowing there would be no need for an interview with Dinaco, especially if he showed up with the Fabulous Hudson Hornet.

Doc shows a great deal of shock on his face, but only for a moment. He quickly smiles, and agrees to his nephew's request. Winston slams himself into his larger uncle, professing the love he only gives his Mom now, and for the first time in three years, feels the embrace of a father figure.

"I cannot wait to see their face's Uncle Hudson..." The young car remarks with excitement, holding on to his family tighter then ever. "...we will be the talk of the World."

The Mustang then looks down at the three gold cups sitting in the same position where Doc threw them, and begins to chuckle, thinking of how he will change the face of racing.

"I'm gonna win that trophy so many times, they'll rename it The Winston Cup!"

The old Hudson smiles, hearing the same confidence he once had, and knowing that is what wins races. However, he looks out the window, and watches the world he has seen for fifteen years, and knows he cannot just leave.

"I must take care of a few things here first..." The old Hudson remarks, looking back at his nephew, and showing a determined look.

"...this is my other family, and I won't make the same mistake I made with you. I must make sure they will be fine, before I leave to be with my real family, forever."

"Of course..." The Mustang replies, looking up to his uncle and smiling. "...I want them to know my uncle is an honorable Car...because that's how I've always seen him!"

Winston slowly rolls out of Doc's Garage, and stops for a moment, turning around to look at his uncle with a great deal of pride. He holds his smile for the Hudson to take in before rolling away, leaving the old racer floating on a cloud of pure joy.

"Thanks kid." He says to himself, then stares at the three gold cups that are scattered upon the ground. The blue Hornet lift's one up, and blows off a quarter-inch of dust, before placing it high on the shelf over his work bench.

"You're right...These don't belong down here!"

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**OK so who saw that one coming? **

**It is obvious that the Fabulous Hudson Hornet does not make it to California, and you'll need to wait to find out why. ****Sorry folks, that's how this works. I will update with great haste, because this story seems to just flow off my fingers to the keyboard.**

**PS. Reviewing is a good way to push me to go a little faster. **


	5. Slippery When Wet!

**I hope you have a box of tissues, because even I dropped a few tears while writing this chapter. Hey! A few bad things must happen in order to make a happy ending, so on with the moment no one has been waiting for.**

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Chapter 5 Slippery When Wet!

It was early morning when Winston said his goodbyes, thanking all the great Cars in town for a wonderful stay, and mostly the old Chevy that had given him a new look. However, after his tank is topped off once more, and his last thank you issued, the red Mustang, with black stripes, rolls out of Flo's V-8 café, and makes a left heading East. He slowly treks up the narrow road to the last business in Radiator Springs...TOW MATER'S

The blue truck is still sitting in the same spot, looking at the small indentations where Doreen's back-end once sat rusting away.

"Hey buddy, I just came by to say thanks, and to let you know, I'm not saying goodbye..." The red car remarks somberly, knowing how Mater is still crushed with the loss of his girlfriend. The blue truck looks over to the Mustang as he rolls alongside, staring at the same spot, and feeling the sorrow Mater is giving off.

"...I will be back to see my friend, and help him if he needs it."

Mater tries to smile at the young car, but his mind is not working properly, and his eyes return to the bare patch of dirt he never allowed to grow over.

"Thanks..." He replies, but cannot say anything else.

Winston slowly backs away, however, before can pull off to the West, the blue tow truck takes a glance into his rear view, and smiles seeing the new paint job on the red Mustang

"...I like da stripes, Winston!"

The pony car stops short, and turns to the tow-truck to show his genuine smile.

"Thank you my friend, and I will be back in a week." He remarks, firing up his engine, and revving the powerful V-8, giving Mater a boost from his power. "After Ramone finishes up, I want that tour you promised me."

Mater nods his head, and is able to hold his smile this time.

"Hey Winston!" The tow truck remarks with a sudden eagerness, wanting to see the power his new friend has once more. "Can you rev yur engine again, that was really cool!"

The red car is startled by this request, but can see a genuine want in Mater's eyes. It seems as if has lost interest in Doreen, like a child would, and Winston grins seeing his joyful self returning.

The powerful car throttles up his engine, deciding to cheer up his friend with a smoky display instead.

Winston holds his front breaks then drops his transmission into first gear, releasing a thick white cloud that engulfs the back-end of the Mustang. A wide smile fills Mater's grille, and the red car shifts gear, increasing the rate of smoke pouring out from his rear tires, covering the entire road in a fog of burnt rubber.

"HEY! HOT SHOT!" A strict voice barks out, followed by a piercing siren, and Winston shuts down fast.

"Oh no...there's the yellow flag!" He remarks, making Mater chuckle more.

It takes a few seconds for the cloud to dissipate enough for them to see the sheriff, and the very annoyed look in his smoke-filled blood-shot eyes.

"Are you trying to get me to keep you here, Winston..." The old model sedan remarks, rolling up to the nose of the red pony car,. "...I don't think a day in the impound would help you get to California any faster, so you better quit this show-boating!"

"It wasn't me Sheriff!" Winston cuts in, and turns his eyes on Mater. "It was him!"

Mater balks for a second, but seeing the smile on Winston's face, he joins in on the unbelievable lie.

"That's right Sheriff! It was all me!" He barks out, trying to spin his tires, and failing miserably "I'm just upset is all, and I promise not ta do it again!"

The Sheriff stares at Mater, and shakes his big black mustached front end from side to side.

"You youngsters are gonna turn my hair gray!"

Mater and Winston smile as the sheriff drives off muttering something under his breath.

"Whoa!" Winston remarks, then looks at Mater and begins laughing. "that was close, buddy, thanks!"

"Ah shoot, Winston He couldn't a done nothin'!" The blue tow truck exclaims, opening a side compartment on his driver's side, and pulling out a parking boot. "I'm the only one that can impound ya Winston, and I sure wasn't gonna keep ya from yer big race."

Winston smiles, hearing such friendship so quickly, and truly believing the tow truck's words are sincere. A single thought brushes past in a strong memory, as Winston recalls how this friendship almost never was, and a large construction vehicle that made it happen.

"_Thanks Paul..."_ The red Mustang says to himself, as he shakes his front wheel with Mater. _"...I found a good friend today, and that wound have never happened without a push in the 'wrong' direction!" _

"I'll be back soon Mater, trust me." He says, and begins to slowly pull away from the now smiling tow truck.

"And I'll be sure that Radiator Springs is in tip-top shape fer a Grand Tour, when ya get back!"

Winston looks in his rear view, and smiles to himself, as Mater immediately goes to work cleaning his area. The red car is broken-hearted with having to leave, but at the same time he feels joy, knowing he has made several new friends, and seeing them all wave as he drives by.

The red pony car rolls around the last hard bend in Radiator Springs, passing the bronzed statue of this great town's founder, and pausing for a moment to give one long look at his new favorite place on Earth.

"I already miss this place!"

Winston takes a deep breath, then looks to the mountain he is about to traverse, as Route 66 makes one last climb, before heading down hill to Las Vegas. He tears off, knowing that he has used up his extra time, but has no real concern with two days to get six hundred miles, or basically a stone's throw for a car with his power.

At first he keeps to a decent speed, adjusting to the new shoes on his feet, and enjoy the incredible grip they have on asphalt. Winston rolls up the steepening inclines, using little to none of his horsepower, and admiring some of the more incredible views this Grand road displays for its riders.

"Wow...I guess it must rain a lot on this mountain!" He says to himself, seeing the sudden change in foliage, as trees and grass begin highlight the sides of the desert road.

"It sure makes this place look more beautiful, but I don't want to see any rain right now, that's for sure."

Winston stares up at the sky, between the subtle breaks of the thick canopy of trees, and notices there is not a single cloud above. However, he decides now, he must get over this hill fast.

With a thin layer of clear coat to protect his hood, roof, and trunk, Winston knows a quick downpour could be devastating to most of his body, and that is probably what happens here a lot. He hammers down his accelerator, pushing the strong V-8 under his hood to barely half of its power.

The newly striped red car banks the swirling turns with ease, even at twice the legal speed limit, holding on to every apex with precision. Even with the fear of a costly shower, Winston's heart begins to thump with excitement, feeling the unbelievable control he has, and he pushes a little harder.

The Mustang reaches seventy-five on a the winding road, a crazy speed for anyone, but with a set of racing tires, his control is still strong, holding himself within the yellow lines and guard rails

"Thank you Guido!" Winston barks aloud, echoing inside a large tunnel carved into the mountain, enjoying the tires a small forklift chose for the racing car. However his joy is stopped with the sight of a huge waterfall, and a sign reading 'slippery when wet'.

"Oh no!" the red and black car remarks with fear, slamming upon his brakes before the cloud of mist covering the road. His eyes can see the thick fog from the churning water is only a hundred yards wide, but that would be long enough to coat his entire surface with water.

"I can't go back...there is no other way to get to California with the Interstate closed." He says to himself, knowing he has no other option, and just trying to get up the guts to go through.

Suddenly a single thought occurs to the young car, and his eyes begin to look upon this waterfall differently. He no longer sees a roadblock, but a vision of awe, admiring a view he will most likely see for years to come.

"I don't care about my paint job!" He remarks to himself, slowly rolling into the cool mist, and enjoying the refreshing chill it gives his entire body.

"My friend Ramone can fix any rust damage, and I will have Mater to pass the time..." He says, coming to a stop in the middle of the cloud of water, and making sure he is soaked from hood to trunk. "...In fact, I can't think of a better place to spend three days, just talking to friends."

Winston smiles, already thinking of some of the questions he will ask the towns folk that captured his heart, as slowly pulls out of the mist. He takes his time down the road, waiting for the water to dry up from his tires before picking up his pace again. However, he slows down as the beads of vapor on his hood start to roll off. Winston takes his speed down to a more civil pace, making sure the water stays on, and has a chance to penetrate the thin clear coat.

The striped car smiles seeing the water rolling back and forth on his hood, and thinking how angered Ramone will be to see what he did to his work.

"Stupid Ford!" The Mustang says with a terrible Spanish accent, trying to mimic the flame covered Chevy, then laughing at himself. His eyes stay mesmerized on his hood, practically watching the droplets of water absorb into his skin, and truly believing he is crazy for smiling about it. However, his attention is taken quickly at the top of the mountain, as several moving trucks block the road.

"Hey!" Winston remarks, slamming on his breaks and watching all the water fly from his hood. An annoyed look fills his face, seeing the puddle quickly evaporate into the asphalt, then shows that anger to the three trucks sitting idle in the middle of the Route 66.

"What's the big deal here guys...is the road closed, or do you guy always park in the middle of a major Highway?"

"MAJOR HIGHWAY...HA!" One truck remarks, knowing the Interstate opened this morning, and that the traffic on this road is going to come to a halt in one day.

"NO! This road is not closed, my young friend..." A large RV remarks, pulling out from behind the three gruff moving trucks, and showing a sad grin to the wondering traveler. "...but it might as well be now!"

He gestures his headlight towards the left, and pulls out onto a lookout area across the way. Winston slowly follows the RV, giving a nasty look to the three trucks that start heading down the mother road, towards Radiator Springs.

"This was my hotel...The Wheel Well!" The full-sized RV Remarks somberly, glancing in the rear view to see the lights shut down on his life's dream for the last time. Winston pulling along side of the huge camper, can see the tears in his eyes, as he looks down at a town he loved to watch come to life every night.

"I don't want to see what happens to Radiator Spring, and my friends, so I am getting out before I feel worse about my decision to leave!"

"What are you talking about?" Winston replies, wanting to hear what he was not told down below.

"I never wanted to see that Interstate opened..." The RV says with a heavy heart, looking over at the four-lanes now cutting through the land, and Winston can see hundreds of cars going by.

"...no one will take this route, believing it is slow, and Cars now a days have no time for a peaceful drive in the mountains."

The RV waits for another camper to pull out of the hotel, before backing away from the lookout he will miss the most, and a town that sparkled in the darkest of nights.

"Are you ready to go honey?" a female voice calls out, and her husband simply replies with a no. She rolls up along side of her love, and rub the side of her coach against his. "It will be OK dear...we will have each other."

The RV takes a second to hold his wife, then looks down at the city one more time.

"I know baby...I'm just worried about them!"

Both RVs then roll off, heading away from Radiator Spring, as they cannot bear to look the neighbors, they've fallen in love with, in their eyes.

Winston, on the other, hand remains behind looking down at the town, and now realizing not a single car is coming down the mother road.

"Oh wow..." He says to himself, seeing the inevitable conclusion these two campers saw coming, when the plans for Interstate 40 were announced. "...the town is gonna die!"

Winston looks back at the grand hotel, that already seems to be showing a passage of time. He rolls back across the street and finds a small sign the two motor homes left for their only family.

_To our great friends of Radiator Springs; _

_It is with deepest sadness and regret that, after 37 years, my wife and I must shut down the Wheel Well. We will never forget the ones who opened their hearts for a pair of wandering spirits, that found the perfect home. However, we cannot bear witness to the loss of such a piece of our great heritage, like this wonderful road, and the incredible Cars that have traveled upon her._

_All of our love and hope in this uncertain future,_

_Martha and Stewart Winnebago. _

The defeated tone of the letter, breaks Winston's heart, and he turns to the pair of RV's heading slowly down the road.

"WAIT!" He barks out, stomping on his gas pedal and catching up to the two hotel keepers in no time flat.

"Will you sell me the Wheel Well Hotel?" The red car requests, with a look of desire in his eyes, and both motor homes stop, seeing this determined look.

"WHY?" The older of two asks, looking over at his wife with shock from the young car's enthusiasm.

"Because this is a perfect place for me..." He remarks, wanting nothing more than to see Radiator Springs every morning in all her glory. "...and I will make sure to keep true to this great road, what it means to be a Car, and the enjoyment that comes with a nice slow scenic drive!"

The old motor home gets a build up of pride, hearing a young sports car talk about the pleasures of Cruising, but takes a moment to explain before accepting the young Mustang's impulsive request.

"Are you sure about this my powerful young friend. This route will not support a business of this size any longer, and you will quickly run short of money to stay open..." He replies, knowing that is why they are leaving. "...I do not want to set you up for a failure so early in your life."

"I am not looking to open a hotel, sir!" Winston replies, then looks back at the massive structure built into the side of the mountain. "I am looking for a beautiful home for my mother to stay, while I travel around the country...and I think found it!"

Winston turns around as do the two RV's heading back to the look point, that gives a panoramic view for hundreds of miles.

"My Mother hates the city, but she won't leave because it was the house my father built for her."

Winston looks into his rear view, and smiles seeing the Wheel Well's massive size.

"She will have plenty of room to invite her friends, and they would even have a place to stay the night if she wished..."

"Or for a month!" The gentleman Winnebago remarks with a smirk, knowing the place is still furnished fabulously, as the couple decide leaving behind their own piece of history "We left everything but our most prized possessions where they were, so the place is ready to move in right now!"

Winston smiles, turning around to face the large couple, and extends his passenger front tire, shaking it with the large motor home's.

"Then I accept any price you ask, and will be back here in one week to take over ownership."

The old pair hug the young car tightly, putting a few scratches into his fender with the tightness of their hold.

"I will not ask for much my friend...not from a car like yourself!"

Winston feels such a boost to his pride, knowing how his father's lessons in life have paid off more than he has ever expect, and the way respect will always return respect.

"Thank you, Sir, but I cannot ask you to part with this place for anything less than the what it is worth, and I think...it is priceless!" The red and black striped Mustang remarks, and can see the glimmer of pride in both RV's eyes with this compliment.

"One million dollars is half of what this place is worth, and twice the amount I will ask from you."

"Five hundred Hundred thousand is a steal my friend, so I will pay Seven Hundred and Fifty, and not a penny less!"

The old Winnebago balks hearing the young car offer more than he asked, and quickly smiles seeing he is not kidding.

"I accept..." He says, shaking Winston's tire once more, to seal the deal. However, the old coach is curious to how he will be paid by such a young car, and finally asks the question. "...But how are you going to pay this place off, son? That's a lot of money!"

"Not for a Piston cup racer!" The young car remarks, quickly believing he has this job already in hand, as fate is rolling everything in his direction.

"_I should win that much back in a year or two!" _ He thinks to himself, but also knows the backing he has from Italy.

"However, I will not make you wait, as I just need to make a call to my Godfather, Enzo, then send him a photo or two..." He remarks, then smiles as both RV's eyes open with the name he just dropped. "...he will send the money when he sees this place, I picked for my Mom to live."

"Excuse me!" The two motor-homes bark together, not hearing anything after the name uttered by this young Car.

"Enzo...as in Enzo Ferrari?"

"One in the same!" Winston replies, then smiles wider. "And I'm sure I can talk him into coming here, so he can sign the final papers!"

"Holy Midas!" The large RV says, looking down at Radiator Springs, and knowing the town may have a chance with this car's connections.

"I will make the arrangements and get the ball rolling right now..." Stewart says with a deep feeling of hope, and looks down the mother road towards Radiator Springs. "...come Martha, let us go see our friend Doc, and have him draw up the papers to make this legal!"

Winston smiles, as both RV's leave in a trail of dust, and a bounce in their chassis, showing a complete turn around in emotions.

"Thanks Dad..." He says, waiting for a moment to let the dust settle back to Earth, watching as the elder couple hold each others fender, and Cruise slowly away. He quickly glances in the rear view, and watches the sun coming up of his new home. "...I would have never gotten this high without the strength I got from you!"

Winston fires his engine, and looks at the Wheel Well with pride, knowing its great heritage, along with the history of the Mother Road itself, will now include his family.

The red pony car revs his engine, and drops his transmission once again, ripping a wave of rock off HIS lookout, before tearing away to make this future.

However, as fate tends to do, a terrifying moment befalls the young racer, and his future is ended in a blink.

A small section of the lookout suddenly gives way beneath Winston's spinning rear tires, and he falls backward with no traction from the racing slicks, plunging thirty feet down to a small ledge. The pain of his trunk crumpling on impact thankfully knocks the red sports car out, so the remainder of his drastic fall is not felt.

Winston tumbles to his left, sliding on his passenger side down the jagged edge of the mountain, until coming to a dead stop against a massive boulder. It pins the devastated car upside-down, as the impact of his frame jars the large rock free from it resting place. A sudden avalanche of loose sand, brought down with Winston's fall, quickly finishes the job, burying the red and black car under tons of rock and broken Mustang parts.

No one in town notices the cloud of dust falling halfway down the mountain, as all have gather at Flo's to hear the news of another departure, and this one hits closest to home.

"I'm sorry to have to say this, for I have come to know and love everybody that has graced this place I was proud to call my home..." Doc Hudson remarks somberly, looking into everyone's eyes to show his pain, and none more than Mater's.

"...but now it is time my friends...I will be leaving Radiator Springs soon!"

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**I assure you, keep the tissues close, cause the next chapter is the reason I might increase the rating on this story. **

**Let me know what you think, as any review is welcome...Good or Bad. **


	6. False Hope

**OK...you can put box of tissues away, because I decided NOT to make this a depressing story, but a fun story, with hints of sorrow. I know that a younger crowd is reading this, so for that reason I have changed a few things, and will keep the rating level where it is.**

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Chapter 6 False hope!

The buzz around town had been extreme, as everyone's heart was crushed with news that had no reason to spread, since Doc told his family in person that he would be leaving. However, only a few hours after that incredible bombshell was dropped, another rumor begins to circulate, one that has Mater zipping down the road to Doc's garage.

Fillmore and the Sarge back out of the jovial tow truck's blind charge through Flo's V-8 café, as they heard the news first, and know that Mater is just heading over there to confirm what is making everyone around Radiator Springs happy again.

"YOU'RE NOT LEAVING!" The tow truck barks out, forcing the old race car to drop the third Piston cup he won behind a few boxes on the floor. The Hudson Hornet is startled that someone just blasted into a garage that no other car is allowed inside, and quickly drives over to block the tow truck's view inside.

"NO, I'm not Mater, now if you please!" The blue sedan remarks, but Mater looks over his hood to the boxes he's filling with his belongings.

"Well if yer not, Doc...then why does yer garage look like Doreen's did when she told me she was leavin' HUH!?"

Doc frowns for a moment, hearing the pain in Mater's voice, however, knowing he is packing his stuff up for a short move at best, a large smile returns upon his grille.

"It turns out I will be staying in Radiator Springs." The late model racer remarks, as he just started the paperwork on a new purchase his nephew made, and as Martha and Stewart put it...a massive home to bring his family together for the first time in years.

"No my good friend, I will not be leaving you after all."

"I don't understand.." Mater replies, looking around at the boxes Doc is filling, and feeling totally lost in this moment. The old Hudson starts up his engine, and taps his young friend upon the fender.

"Come take a cruise with me Mater...I want to show you something!"

The old car pulls out of his garage, and closes the door as the tow truck maneuvers onto the road before him, and both proceed to the only traffic light in town. Hudson turns west on Route 66, and Mater follows the car he considers to be the closest thing to his father.

"I was so thankful when I overheard Lizzy talkin' on bout how you wasn't leavin', and that you was still gonna be the judge fer the town, and that my good friend would still be around ta help me with growin' up and stuff is all!"

Doc Hudson slams on his brakes, hearing a tone in the tow truck's voice that reminds him of the past, and a young red Mustang that begged his Uncle to stay after a great loss.

"I don't think I can do that to you son!" The blue Hudson replies with a deep and humbled voice, thinking how he was having second thoughts about leaving in the first place. However, he found joy when two RV's came into his office moments later, and started the long legal process to close on a property sale. The old Hudson then strains his eyes up the small mountain that guards Radiator Springs on the west, and a grand hotel that always overlooked the home he found after his accident.

"And now, because of my nephew Winston, I will be sticking around for a long time...I promise!"

"That's good Doc, cause I was startin' ta worry everyone was gonna..." Mater suddenly pauses and stares at the Doc for a second before blurting out the last thing he heard with surprise.

"...YOUR NEPHEW!"

The old Hudson begins laughing, and rubs a fender against Mater's side, before trekking towards the first uphill section of the mother road.

"Come on Mater! Lets go take a look at the place I'll be calling home!"

The blue tow truck pauses again, hearing Doc contradict himself, and begins to question the old car once again.

"But I though you wasn't leavin' Doc...Can you make up yer mind?"

The Fabulous Hudson Hornet continues laughing, as he motors up the winding road, hearing the fear-filled tone in Mater's voice again. It allows the old car the joy of seeing Mater smile, as he tells him 'again' that he is staying behind in Radiator Springs. It is almost comical to the Hornet, but he wouldn't want his odd young friend to be any different. He has come to love the bumbling tow truck, as if he were his own, teaching him about the world, as Mater knew less than nothing when they met.

In return, Mater would talk about life from a child's point of view, making the old car feel young every time he was with this remarkable truck. He reminisces about times gone by, and a young sister that was so much like him.

"I can't wait for everyone to meet Nashly!" The Hudson suddenly remarks aloud, startling himself in the off the cuff thought from his memories.

"Who's Nashly?" Mater, of course, asks in reply.

"My baby sister..."

Doc Hudson trails off in his thought, as he suddenly remembers how much time has gone by.

"_What are you talking about...she has a son Hudson!"_ The Hornet says to himself, then looks up at Wheel Well, knowing that specific child is trying to buy it.

"_And he is already growing up to be a man!"_

The Hornet feels a deep well of pride building inside, and he quickly rephrases his thought.

"...I meant, she is my sister, and I guarantee you'll never met a better car than her, Mater."

"Shucks Doc! That's sayin' a lot right there, cause I'd be findin' it very hard to know a car that was any better than you...or Flo...or Ramone... Fillmore and the Sarge..."

The Hudson again smiles, as Mater reads off a list of everybody in Radiator Springs, however, his heart fills with pride as the tow truck mentions one last name in his memory of great cars.

"...and of course, my new best friend Winston Stangley!"

Doc Hudson almost smacks into the guard rail on his right, as his eyes lock on Mater, thinking of how this truck may be the reason his life will get better from here on out.

"Easy Doc!" The tow truck barks out, grasping his friend with his hook, and pulling him back on the road. "Are you feelin' alright? We are pretty high and all, so take it slow OK!"

The Hornet stops his tires with haste, concerning Mater as he believes the old car is now struggling.

"Do you want me ta tow you back down Doc?"

The Hudson Hornet just stares into Mater's eyes, giving the blue tow truck a bit of the creeps, however, he quickly smiles, and begins to drive up the road again.

Mater is fast to spin around, and follow close behind, waiting for the old blue sedan to falter again. However, he is shocked as Doc begins to speak from his heart.

"I just want to get a good look at the one who saved my soul, Mater!"

The blue tow truck balks, then looks at the tow hook on his boom, and shakes his head not understanding Doc's deeper compliment.

"All I did was keep you from wrecking yerself is all...I don't see how yer soul was involved in that?"

Doc laughs again, hearing how genuinely naive his friend can be, but loves every bit of it.

"Ah Mater...sometimes our souls can be touched by the most simple things in life, and those are the touches that last in your memories forever."

Mater can tell he was complimented again, but still only believes for a quick rescue, not truly understanding the grand scale of Doc's feelings. However, he is always courteous, and quickly replies with his own showing of gratitude

"Why thanks Doc...I think!" He remarks, then strains himself to say something just a complimentary. "And I just want ya ta know, that I think ya touched my soul too...and because of that, I'm running much better myself!"

The old Hudson laughs a little harder, knowing he just gave the tow truck a full tune-up, and realizing quickly this is what Mater is referring to. He crowds the young tow truck closer to the guard rail, forcing him to stop.

"That is not exactly what I meant Mater..." He says, still chuckling inside, however, a sudden thought crosses his mind, and Doc's soul is lifted a little higher than the mountain itself.

"_If I didn't wreck so many years ago, I would have never met this incredible truck, and I would still be soul searching on an oval track that led no where!"_

His mind returns from this thought, and he locks his eyes upon Mater.

"...but I am happy to know that you are running at your best, my young friend."

Mater gives a slight rev of his engine, allowing Doc to hear the perfect beat of his strong heart. Both cars smile as the subtle rumble of Mater's power-plant echoes louder against the solid rock wall beside them.

"That does sound good don't it?" The tow truck remarks with pride, hearing a louder version of himself, and then smiling wider with a single thought, and revving his engine again.

"In fact...I sound like a race car, Doc!"

The old Hudson can hear such joy in Mater's words, and looks around for any witness to what he is about to do.

"No Mater..." He remarks with a smug grin. "...this is what a race car sounds like!"

Doc Hudson fires his engine on all cylinders, sending a blast of sound off the mountain that echoes like thunder.

"HOLY SHOOT!" The blue tow truck yelps with a nasally voice, as his hood rattles off from the waves of sound pounding his chassis.

"Oops!" Doc Hudson replies, looking down at the rounded metal nose of his friend laying on Route 66.

"Don't worry, I can put it back on again Mater." Doc remarks, as concern begins to take over the tow truck's eyes, looking down at a piece that has fallen off of him for the fifth time already.

"I'm startin' to worry I'm gonna lose this thing fer good some day Doc."

Mater lifts the blue hood up off the road with his tow hook, and places it gently on his back, leaning it against the boom. He and the Hudson Hornet then finish the last bit of their cruise, making the final few turns and arriving at the Wheel Well Hotel.

"What do you think of my new home Mater?"

"Wow! Your movin' to Wheel Well?" Mater replies with surprise, thinking this is still a high end hotel for Mother Road travelers. "Ain't that gonna get expensive after a while, Doc?"

The Hudson shakes his head in disbelief at Mater's lack of comprehension, however, he smiles and just nods his head.

"Yes it will!"

His response is filled with a humorous tone of sarcasm, knowing that it would be harder to explain again. The Hudson Hornet places a fender on the young truck's side, holding tightly to a dear friend, and looking deep into Mater's confused eyes.

"But I think it's well worth the price, to stay close with my family!"

The blue tow truck begins to tear up with a deep feeling of pride, and then turns his eyes towards the lookout, as the sky lights up with the first signs of night.

"I don't know what to say Doc, except...Thanks fer everything you do!" Mater replies with a genuine tone, before slowly rolling into the lookout parking lot, then glancing down at Radiator Springs as several more neon lights brighten the sky.

The Hudson rolls over to the ledge, stopping beside his best friend, as their home shines to life.

"NO Mater..." Doc remarks, correcting the tow truck once again, but this time for all the right reasons.

"...I am the one who is thankful...for the rough past I have learned from, and the here and now, where I have found the family I lost forever!"

Mater shows so much confusion, but Doc continues professing gratitude to Radiator Springs, and a car that makes his outlook on life brighter than the town that shines in his eyes from below.

A single vision begins to consume the old Hudson, seeing a red and black striped Mustang crossing the finish line of the first of many races, and sharing those moments with his nephew

"_This future I see before US, is more than even I have dared to dream, Winston...and I thank you for it!"_

The old blue sedan looks over at Mater, and knows this young truck will soon see the world, and how much fun his life will become, because of two special cars.

One his sister raised to be strong and responsible, and a young tow truck, that pulled his heart up from depression with every smile he has shown.

Both cars look out over the huge drop off, admiring the view that kept Wheel Well in business for thirty-seven years, and Radiator Springs thriving for years before that. Little do they know, that over a hundred feet below them, the Mustang that was to bring this future to life, is quickly losing his dream with every passing second.

Winston is struggling to breath, as tons of dirt and sand have filled up his engine compartment, snuffing the air intake on his powerful engine. However, it is the massive boulder, pressing against his under carriage, that is causing the young car the most pain.

His roof begins to buckle under the incredible force, and several cracks form in Winston's windshield and side windows.

"MOM...Help me!" He cries out, but his voice is heavily muffled under several feet of sand that covers his entire body in this shallow grave.

"_Dad...please..."_

Suddenly a noise rumbles from above, loud enough to penetrate the thick blanket of sand and debris, and Winston's ears open wide. It is the throaty sound he has heard just a few times in his young life, and then only years ago.

It is the sound of a powerful Hornet sedan.

"UNCLE HUDDY!" Winston yells, knowing the great racing car is close, hearing the distinct sound of his thunderous V-8. However, his voice is not strong enough to make it out of the sand

Winston struggles to move, freeing up enough space to let his engine take one deep breathe of air.

"_He better hear this!"_ He says to himself, trying to start his engine and rev it up hard, knowing that type of noise would be heard easily.

The red car turns his ignition, and slams his accelerator down to the floor, however, nothing happens. Winston's heart begins to pound, realizing that he is completely upside-down, and no matter how full his gas tank is, none of it is getting into the fuel pump.

"OH NO!" He cries out, knowing he is running out of time quick, as the area he just made to breath is filling in with sand again. The force of the boulder on his under carriage also begins to increase, as the sand pouring into Winston's engine compartment is allowing the large rock to move further onto his frame.

Winston's windscreen begins to crack further, as several more tons of force is placed upon his roof and the pain becomes overwhelming.

Suddenly his driver and passenger side windows shatter, allowing more dirt to spill in from under the large boulder's base, flooding his delicate interior with more of the constricting sands. Winston bucks and coughs, allowing more to flow inside, and this is too much weight for the thin metal structure of his roof to hold.

The smothered car tries desperately to fire his engine one late time, but it is far too late, as the increasing weight crushes Winston's top. His windshield is shattering along with any chance of powering up.

"NOoooo..."

The young car's voice fades so fast, that nothing is heard from above, not even as Doc and Mater sit quietly admiring the view.

"Please...Dad..." Winston cries with his last breath, unable to move an inch, as the weight applied to his frame increases further.

"_...I don't want to die!"_

* * *

**There has to be some sorrow!**

**Next chapter will be very interesting, I promise you, as Winston is found by fate, and a "promise" that was fulfilled to a simple tow truck, by his new best friend. ****Yes folks...Lightning McQueen **

** If you remember the end of the movie...then I think you will love the next chapter**


	7. Wheel Well's Secret

**Some of you Car enthusiast will notice a mistake, because I did change one thing from the movie...can you find it?**

* * *

Chapter 7: Wheel Well's secret

Sitting outside the Cozy Cone, a dazzling blue Porsche and a decal covered red race car continue to wait for a friend to come on a cruise.

"Where is he?" Lightning remarks, looking East up route 66, keeping an eye out for his best friend. "I told him to be here at noon, and of course he's late again!"

"You do know that Mater can't tell time, Right?" Sally replies, and Lightning just shows a smile.

"I know...that's why I gave him that digital dashboard clock!" The red car replies, knowing he had Ramone replace the old analog one that Mater had trouble with.

"Oh!" Sally remarks, now looking down the road with her boyfriend. "Then I wonder where he is?"

"I'm right here!" Mater barks, scaring the jeepers out of both Lightning and Sally, as they spin around to face the jovial tow truck.

"Geez Mater! Are you trying to drive us to an early grave?" Lightning barks, looking at the hood-less tow truck with a bit of anger, but quickly backing off as a tear begins to develop on his windshield.

"I'm sorry...I was just tryin' ta have a lil' fun is all, I didn't mean ta scare ya that much."

Mater begins to back away, tapping his rear bumper against the Cozy Cone's front awning, then slowly pulling away with depression.

Sally then smacks Lightning with her passenger door, and he does nothing to respond, knowing he completely overreacted, but mostly that Mater was upset with what his best friend said.

"I've never seen him hit anything while backing up before!" the red car remarks, staring at the small dent on Mater's rear bumper from this impact.

"I better go apologize to him now!"

However, before Lightning can move from the lot, a large convoy of blue Dinaco trucks begin rolling into Radiator Springs, followed by a now pristine blue Plymouth Superbird

"Hey kid..." The King remarks, pulling out from behind the last semi-truck with his station wagon wife, and entering the Cozy Cone lot. Both Sally and Lightning show complete shock in their eyes, as the last time they saw the King, he was a wreck.

"...how's the hottest new race car on the Piston Cup circuit!"

"We're fine Strip..." The young car replies with the racing legend's first name, as the blue Plymouth insisted Lightning never call him The King, especially after helping him off the track to his frightened wife. However, the fact this blue Suberbird shows no ill effects from that horrendous crash, is startling to Lightning and Sally.

"...but what about you?" Lightning asks in return, staring closely at the King's frame, and noticing how perfectly straight it is now. "How in the name of the Goodyear Blimp did you get fixed so fast."

"LIKE I SAID IN CALIFORNIA...I GOT A LOT OF POWERFUL FRIENDS!" A voice shouts out from above, forcing Sally and Lightning to look up at the blue helicopter lowering down to the ground.

A gold Cadillac with a pair of horns attached to the front of his hood rolls out, and straight up to the pair of love birds, making sure his smile is shown the entire way.

"and now I need to talk to another friend!"

Lightning smiles, as he quickly realizes the wealthy tycoon has come with the King to schmooze him again, and he turns his eyes to Sally.

"This is very flattering, Sir, but as Isaid in California..." McQueen returns his eyes sharply to the great owner of his one time favorite sponsor. "...I am going to stick with Rusteez for now, and there is nothing you can say that will change my mind."

"What! You said no already, and I respect that, so I'm not here to see you Lightning." Tex remarks, looking around and not finding the one he came for, then returning his eyes to the young race car.

"We actually came to talk to the Hudson Hornet"

"Oh!" McQueen replies, thankful his paint is red to cover the embarrassment on his face. "I believe he's in his garage Mr. Dinaco, and I didn't mean to sound like a jerk!"

"That's not being a jerk my boy..." Tex rolls up to the young race car, and shows a very smug grin, as he knows the world of negotiations inside and out.

"...that was just being confident in your abilities. Trust me Lightning, one day I will show you Dinaco is the best team to drive for, and I will get you to sign that contract."

Lightning's grin is almost permanently glued upon his face, as he did guess right, and Tex was showing off his power for the newest racing hero. He looks over at Sally whom rolls her eyes, knowing his ego can only get bigger from this, however, his attention is brought back to the gold Caddy as he chirps his tires, leaving in a big hurry.

"Hey you two...if ya don't mind, my wife and I also wanna talk to The Hudson Hornet about the same thing..." The King remarks, slowly following his old boss, but looking back at his new friends.

"...I wanna meet up with ya later McQueen...I owe ya big, and I always pay up on my debts!"

"OK!" The red car replies loud enough for The King to hear, as he has already picked up speed to catch his boss, leaving his wife to follow at her fastest.

"That was weird!" Sally remarks with concern, rolling up alongside her red boyfriend, and watching all three cars pull directly into Doc's garage.

"And that is a lot weirder!" Lightning continues, knowing Doc never lets anyone in his garage.

"Should we find out!" They both say in unison, then smile before rolling down the street together.

The two sports cars slowly turn right down the side road heading to the Hudson's old dusty garage, keeping a snails pace as they proceed. The two cars are shocked hearing nothing as they approach, believing the Hornet would be throwing a tantrum by now with that many cars in his private garage. However, not a peep comes from the door. In fact, the eerie silence becomes sickening to both Sally and McQueen, whom pull into Flo's Cafe, and wait there for any sound.

"Do you think Doc is loosening up?"

"WHAT ARE YOU TWO TALKING ABOUT..."

Suddenly the Hudson's voice booms with anger, and he rolls up to the opened door, staring out at the two cars parked across the way. Both Sally and McQueen begin shaking, as they believe the Hudson is yelling at them. However, as Doc slams his door, and continues yelling at the cars that came inside his garage, the two sports cars settle down.

They can hear his voice getting louder, but are unable to make out what the argument is about.

"Should we..." Sally begins to say, but Lightning cuts her off knowing exactly what his girlfriend's crazy idea is already.

"What listen in on Doc?" He remarks with a sarcastic tone, staring deep into her eyes, and showing his fear.

"ARE YOU NUTS!?"

Both cars stare at the door for a moment, still hearing voices boom out in anger, and begin to move towards the garage. They can hear more and more yelling, and some words begin to become audible through the door.

"WHAT DO YOU MEAN HE DIDN'T SHOW UP?" Doc yells louder, and Lightning can hear Tex Dinaco shout back with an angered response

"LIKE I'VE SAID TWICE NOW HUDSON...HE NEVER MADE IT TO THE INTERVIEW."

Both cars shrug with confusion, having no clue whom they are talking about. However, a sudden bump to McQueen's rear end makes the red race car jump.

"AHHH!" He yelps, turning around quickly to see the hood-less tow truck that drove off somberly before.

"I didn't mean ta scare ya...again." Mater remarks, showing pure regret in his eyes, and McQueen quickly rolls up to his friend.

"It's OK Mater!" The red car remarks, still trying to catch his breath, and looks up at the rusty truck, showing the same regret in his eyes. "I didn't mean to say what I said either. That was rude of me, and I'm sorry!"

Mater grins, however that smile does not last long, as Doc's voice booms in anger again.

"I DON'T KNOW WHERE HE IS?"

"What's goin' on in there?" The tow truck barks out with concern, and Doc can hear his voice just outside the door.

"_Mater!"_ The Hudson says to himself with fear, as he opens the door to his garage, looking at the blue Porsche he's know for years, with a pair of terrified eyes.

"Sally could you come in here for a moment."

She gives her boyfriend an odd look before proceeding into the garage, and Lightning gives Mater the same odd stare.

"What is going on?"

"Shoot, how would I know, I just got here!" The tow truck replies, staring at the door Doc just slammed closed again. "Did you do something to anger him again!"

Lightning shakes his head no, however he suddenly looks up at Mater with a bit of concern.

"What do mean AGAIN?"

Mater smirks then looks up in the air, as if he was keeping a secret, when the door pops open and Sally rolls outside.

"Lets go Stickers..." She remarks, then turns her eyes to the rusty tow truck. "...you too Mater!"

Doc watches as Sally tears off down the street, leading both Lightning and Mater away from this conversation.

"I almost crushed his heart again..." Doc remarks, seeing the old tow truck looking back with concern in his eyes, before turning into the Cozy Cone lot with Sally and McQueen. "...it took years for him to forget."

Tex rolls up behind Doc, and can see the tears begin to form on The Hudson Hornet's windshield.

"You don't know what happened...do you?"

Doc's tears fall to the ground, as his eyes close tightly envisioning the red Mustang he last saw thirty five years ago.

"No...I don't!" His voice is so defeated, that Tex immediately stops talking about the car that has always been in the back of his mind, since he started his Racing Team the year Winston disappeared.

"I'm so sorry then Hudson..." The old Caddy remarks, now showing a few tears himself. "...I was hoping you knew where Winston went, because I've missed my friend for so long, and never knowing what happened has been very painful to me."

Doc Hudson opens his eyes again, after remembering a vision of the worst moment of his life, the day he had to tell his younger sister, that her son had vanished without a trace.

"I only wish I knew what happened Tex!" He says somberly, staring outside at Mater, and the young race car that reminded him so much of his nephew, that he tried to get him out of his town the day he arrived.

Meanwhile, across the street at the Cozy Cone, the three cars that were chased off look for any way to keep their minds from the angered conversation taking place.

"Hey guys, I got an idea!" McQueen suddenly says, looking over at Mater and Sally with a forced smile.

"Why don't we take that cruise we planed. Maybe we can find out what is going on later, instead of just sitting here guessing."

Sally, still staring across the street, slowly nods her head, and turns around to face her boyfriend. Mater also nods with acceptance, allowing Lightning to smile a little wider.

"Good!" The red car remarks, then looks up towards the abandoned Wheel Well Hotel. "I want to show you guys the something special."

Mater follows his best friend's eyes and notices exactly what Lightning is looking at.

"I can't go up there!" Mater remarks, and Lightning balks with confusion, However, Sally quickly nods her head, as she has never seen the tow truck venture up this mountain...EVER.

"What do you mean you can't go up there, buddy." McQueen says with concern, suddenly seeing the tow truck shaking with nerves.

"I just don't like that place is all Lightnin'..." He replies, then looks back to Doc's garage. "...It holds a very bad memory fer me, a memory I'm never susposed ta tell anyone I remember."

Mater returns his eyes to his best friend, picturing the red Mustang that he could never forget, and knowing that Wheel Well was the last place anyone ever saw him.

"So if you two don't mind...I'm just gonna sit out this cruise!"

Sally can hear the same fear that Mater has expressed before about Wheel Well, and places a gentle tire against his side.

"It's OK Mater..." She replies, looking back at McQueen with a desperate set of eyes, hoping her boyfriend can figure out a way to ease the tow truck's emotions. "...we don't need to go on a cruise up there right now, do we Stickers?"

Lightning sinks on his tires with depression, knowing he wants to tell his girlfriend about the purchase he just made, but won't leave Mater by himself so depressed. However, his eyes lock on something that may make this cruise work after all, and a smile fills wide upon his grille.

"How about you and I cruise up there, Sally..." Lightning says with confidence, then taps his best friend with a tire, while pointing at Rotor.

"...and if you wish, you can meet us up there...after you finish your ride!"

"My what!?" Mater asks with confusion, until he notices the helicopter sitting across the street.

"NO WAY!" He screams with joy, completely forgetting about his depression, and looking back at his best friend. "Ya mean I get ta ride in the HELLYCOPTER!"

Lightning turns his eyes to the blue Dianco air ship, and smiles wider.

"HEY ROTOR!" He barks, and the helicopter looks over to McQueen. "Can you give my friend that lift now?"

The blue helicopter winks a single eye, knowing the promise his boss gave to the Rusteez car, then fires up his engine. Mater's smile increases hearing Rotor's powerful motor hum to full speed, and rolls over to the blue whirlybird with excitement, as the side door opens wide for him alone.

"So what's was all that about?" Lightning remarks, and Sally shrugs her fenders

"I think he thinks the old hotel is haunted...but I'm not exactly sure!" The blue Porsche remarks with concern, looking at her boyfriend with a set of bewildered eyes.

"However, we are talking about Mater here, so who really knows!"

McQueen shows his friend a smile, as Mater yelps with joy when Rotor lifts of the ground. Both cars watch happily as the simple-mindded tow truck leaves, feeling better about his mood.

"So Stickers...what is this big surprise, huh?" Sally asks, knowing he has been anxious about heading on this cruise, and McQueen just shows a smug smile.

"You're gonna have to keep up with me to find out!" The race car replies smugly, then leaves a trail of rubber as he pulls off quickly towards the west.

Mater watches intently from the sky, as Lightning and Sally begin their ascent of the small mountain, making great speed all the way to the top, then pulling into the old hotel after only a minute.

"Can we just sit here in the air for a little while...Mr Hellycopter!" Mater remarks still worrying about his friends inside the abandoned hotel, hoping they'll come out soon.

"The name is Rotor, My friend..." The helicopter replies through a set of speakers inside the compartment, then hovers perfectly still. "...and I will do what ever you ask me to."

Mater smiles, and focuses his eyes back to the door of Wheel Well, waiting patiently for his best friend to emerge.

"Please don't disappear, Lightnin'! I can't take losing two of my friends here!" He says with fear, and the blue helicopter becomes a bit concerned. A small display lowers from the roof of Rotor's interior, directly before Mater's eyes, showing an inferred visual of both cars inside.

"They're right there!" Rotor remarks, moving in closer to give the tow truck a better view. "Do you want me to land so you can see for yourself?"

"No thanks Mr Rotor...this is fine!" Mater replies, happy to see the two cars circling inside with the special display, and more so as Lightning and Sally suddenly reappear in plain sight. He can see the smiles on both their faces, and Mater finally relaxes himself.

"In fact...I think I got an idea fer a funny joke."

Mater gives a command for Rotor to lower himself out of the sky, and sneak up the face to the lookout. The hood-less tow truck begins to laugh, seeing Lightning and Sally on radar, approaching the ledge directly above.

"NOW!" He barks out, and Rotor pops up just as Lightning is ready to plant a huge kiss on Sally's lips.

"Lightnin and Sally sittin' in a tree...K, I, S, S, ahhhh somethin', somethin', G"

"Very funny Mater!" Lightning yelps from below, and rusty old tow truck finally begins laughing.

At this moment, Rotor can hear the joy in his passenger's voice, and begins to give Mater the ride he was waiting for. The helicopter banks hard to the right and drops down towards Radiator Springs, heading directly over the place this tow truck has called his home for as long as he can remember.

Fillmore, The Sarge, and Ramone look up from the V8 Cafe with Flo and they smile as Mater flies over head, his voice yelping with great joy.

"Yahoooooo...I'm happier then a tornado in a trailer park!"

Upon the ledge, Sally and McQueen finally enjoy that kiss in private, however, their moment is short lived, as Mater and his new best friend pop up again..

"I can't leave you two alone fer a minute!" He says, and McQueen does not stop his kiss, not caring who sees his love for Sally.

However, both cars stop kissing, as Mater yells with total shock in his voice.

"HOLY SHOOT ROTOR!" He screams to his pilot. "GO DOWN...GO DOWN...GO DOWN!"

The helicopter adjusts his radar, unable to see directly beneath himself, and quickly notices the large chunk of metal that has caught Mater's eyes from above. He drops quickly from the sky with precision, hovering directly above the now pulsing image on his scope.

"Hang on Mater!" Rotor barks out before lunging upward, sending a huge gust of wind down from his spinning blades, and clearing half of the dirt and debris that smothered a young Mustang.

Mater stares at the face of a ghost, as Winston's faded front end is finally exposed after thirty five years under sand, and his heart breaks seeing no life.

"No!" The tow truck cries softly, feeling the loss of his friend all over again. "He's really gone!"

However, Rotor sees it differently, and immediately radios to his boss.

"MR DINACO...THIS IS ROTOR! WE HAVE AN EMERGENCY SITUATION!" The helicopter barks into his communicator, and Tex quickly replies.

"What is it Rotor?"

"SIR, WE HAVE A '67 MUSTANG HALF WAY DOWN THE LEDGE OF WHEEL WELL'S LOOKOUT!" He replies with a tone of anxiousness, and Doc Hudson, sitting next to the Dinaco Tycoon, drops his cup of warmed oil. But what he hears next, sends a deep chill down the chassis of the old Hornet

"YOU BETTER HURRY...BECAUSE THIS CAR'S LIFE SIGNS ARE FADING OUT!"

"What did he just say!"

* * *

**Did anyone notice what I changed...****Sally was not waiting at Wheel Well for Lightning. ****I****t is a very subtle difference, and I don't think anyone will really care too much...I hope.  
**

**Anyway, Winston has been found, and he is not dead...yet Stay tuned to see what Radiator Springs can do to help a friend they had lost long ago **


	8. Calls for Help

**A bit of a short chapter, I know, but a good deal of emotion, so I didn't want to overload this one.**

* * *

Chapter 8: Calls for Help

Within ten minutes of Rotor's call, the mountain road was quickly covered with a slew of cars and trucks, all trying to find the best place to access the pinned Mustang.

Above him, in the parking lot he fell from years earlier, the entire Dianco team has deployed. Several fork trucks begin lowering heavy duty cable down the mountain, as Rotor lowers another from his winch to lift the massive boulder laying across Winston's chassis.

"I got it!" Mater yelps, quickly grasping Rotor's winch cable, and tying it around the large rock crushing his old friend into the ground.

_The rusty tow truck was down the mountain in seconds flat after finding Winston, as he made Rotor return to the lookout above. Mater then hooked his tow cable to McQueen, and drove of the edge, forcing his best friend to hold tightly, as the determined tow truck repelled down the cliff. Mater quickly found the life that Rotor saw from the sky, as the smothered car took a shallow breath when he arrived._

"I'm here with you Winston..." He calmly says to comfort the red car, gently clearing more debris from around front end, hoping to get Winston to take a deeper breath. "...I promise we will get you off this dang rock!"

Now, with Rotor's cable in hand, Mater uses his boom to lasso the large boulder, making sure it is secure before ordering the Dinaco copter to lift it off his friend.

"GO... GO... GO!" He barks out, watching to make sure the cable stays tightly around the large rock, so it will not fall on Winston again.

From below, The Hudson Hornet stares intently, with his friends from Radiator Springs, as Rotor powers his engine to full. The helicopter lifts the ten ton stone with a great effort, moving it to Winston's right side and releasing it. The large boulder harmlessly falls over two hundred feet down the remainder of the mountain, shaking the entire town as it impacts the ground.

Doc stares at the rock that lands a few yards from where everyone in town has gathered, staring at red and black paint this boulder gauged from his nephew's body, and he begins to feel nauseous.

"_How did I not see this?"_ He thinks to himself, turning his eyes back up the mountain he has looked upon for thirty five years, and watching Mater continue to work his craft with speed and precision.

"How could I have failed you like that again, Winston?"

"We all failed him, Doc!" The Sheriff remarks, recalling the long fruitless search to find the lost Mustang, and hearing his friend beating himself up over this accident. "This is not you fault."

"NO...you don't understand..." The Hudson remarks, showing the deep pain in his teary windshield.

"...I never thought he crashed!"

The Hudson looks over at Tex and The King, knowing he has blamed them for Winston's sudden and unexplained disappearance.

"I thought he lost his race and ran away in shame, just like his Uncle Hudson did!"

Everyone in town is shocked, hearing the family connection between the two cars, and now truly understanding why Doc has hated racing and race cars.

Meanwhile, upon the narrow shelf Winston has spent a near lifetime, and without the massive boulder blocking his view, Mater begins to see the extensive damage done to his friend. Several tears form quickly, as the tow truck notices the smashed windshield and sand inside his interior. Mater begins to panic, knowing just how deadly this is to a car, as every single vehicle he finds lost in the desert, would always end up in the junk yard.

"NO...I'm not gonna let them scrap you!" He says with confidence, as Winston struggles for another shallow breath.

"YA HERE ME WINSTON!"

Mater grasps all four cables that were lowered by the Dinaco pit crew, and ties them quickly to the red car's exposed frame.

"I REFUSE TA LET YA DIE ON ME..." He continues to yell, making sure the red car can hear his voice, and Winston takes another breath. "...THAT'S IT BUDDY...FIGHT IT!"

Mater gestures his boom, telling Rotor to come in for one more lift. He then snaps all four cables together around his tow hook, and latches the whole bundle to Rotor's winch line.

"I GOT HIM!"

The blue helicopter hearing his friend's call, hoists Winston from his untimely grave, and flies both cars towards the town below.

Rotor takes less then ten seconds to zip over to the small town, and gently begins to lower his cargo, however, he stops several feet from the ground.

Ramone rolls under the car, and lifts his body up with the powerful hydraulics that bounce his frame while cruising. He unties the cables on Winston's drivers side, allowing that end to fall over, so Rotor can lay him up-rite upon the pavement.

Mater jumps down from his friend's side, quickly detaching from Rotor, and hooking the front axle of the devastated Mustang in seconds. He drags the broken chassis of his friend quickly, but carefully, into Doc's repair shop, allowing the old Hudson and Ramone to begin whatever work they can to save him.

"Hurry Doc, get that line of air into his intake, I'm going to force some water into his engine block, to clear out all the sand!" Ramone barks, quickly tearing off Winston's crushed radiator, and attaching a hose directly to his water pump.

Doc also moving insanely fast, jams an air line into the Mustang's carburetor, and begins blowing out years of dirt and sand that built up inside the young car's powerful heart.

"I don't know if this is gonna work, Ramone..." The Hudson remarks with tears in his eyes, seeing the same damage on his nephew that forced him to make his hardest decisions as a mechanic. He has scraped other cars found in better shape then Winston, and his eyes watch helplessly as nothing gets past the thick blockage of dirt.

"...I can't get any fresh air inside of him."

Ramone shakes his head as well, seeing the same problem on his end, as the water cannot penetrate the compacted sand throughout Winston's engine.

"I don't know what we can do to help him then!" The old Impala continues with a heavy voice, knowing this type of damage is way out of his league.

"I'm sorry Doc!"

The old Hudson stares at his nephew, watching him struggle to stay alive, and seeing the fight that comes from his powerful father.

"We can't give up on him again!" The Husdon cries softly, looking at his flame covered friend with desperation, pleading for him not to stop.

"I don't want to give up Doc, he's my friend, but there's nothing I can do to fix this!"

Suddenly a single voice comes from behind, and both cars lock their eyes on the pristine Plymouth, that wrecked only a week ago.

"I know someone who can fix 'em..." The King remarks, looking over to Tex Dianco, whom already has his phone in hand. "...and I'm sure he'll come here as fast as he can."

"Chip, It's Tex Dianco! I'm calling in a big favor, so listen up..." The gold Caddy barks into his phone, looking hard at the damaged Mustang he once called his good friend, sitting broken in Doc's garage.

"...The King and I need you in Radiator Springs as fast as you can get here, and make sure you bring your 'A' team with you!"

The gold Caddy hears the response he wants, and hangs up the phone, while rolling inside the garage. He gets close to the red car, and places a soft tire against the young Mustang's side.

"Don't you worry Doc. I told this young car I would always take care of him and his mother, like I said I would thirty-five years ago, when I asked him to come to California...and like I told your sister at his funeral." He says with deep sadness, remembering that terrible day in his home state of Texas.

He then turns his attentions to Winston, making sure his voice is heard.

"I also promised your mother I would find you, no matter how long it took..." The gold Caddy says calmly, rubbing Winston's side as he pulls in another shallow breath. Tex picks up his phone for one more call, making sure he keeps the receiver close to the destroyed red car.

"...and today I am going to finally fulfill that promise to her!"

"Nashly, It's Tex Dinaco." He says, and Doc's eyes open wide with pain hearing his sister's voice respond on the other, and knowing she is going to be a wreck when she hear this news

"Hi Tex...how is everything?"

"I need you to stop what your doin', and listen to me carefully!" He says, and Nashly quickly tenses up on the phone.

"What is it?" She cries, as Tex's voice is very concerning to her.

"I am going to send my private plane to pick you up, and bring you to Radiator Springs, New Mexico."

"Why!" She cries, still unsure of what he might say, but having a good idea. She remembers the path her son took to California, and the town where he found her brother, as Doc Husdon was the one that called after her son went missing.

"We found Winston, and he is still alive!" The Gold Cadillac says, and he can hear a shocked mother drop the phone.

* * *

Several hours pass with little change, as Ramone and Doc do what ever they can to keep Winston's life going, but after so many years buried under sand, the red Mustang begins losing his fight.

Both cars suddenly hear a sickly wheeze, as Winston's breathing come to a stop, and tears begin to pour from Doc's windshield.

"DON'T YOU DARE!" The Hudson yells, bumping his front end into Winston's side, trying to jolt him into breathing. However, it is unsuccessful, and the wrecked Mustang begins to buck violently with no air.

"PLEASE WINSTON..." He says with great pain, tapping him a bit harder, and pleading to his nephew to fight for his life.

"...Don't be like your Uncle...Don't give up...Please! You can't do this to you mother...or to me!"

Suddenly a loud rumble of multiple engines beings to fill the air with noise, and Ramone looks outside Doc's garage, noticing a slew of cars turning up the side road towards him.

"Hey...It's them!" the old Impala yells, noticing the custom Prowler that leads this pack of pristine cars, as he is one of Ramone's favorite design experts. He knows that this talented car is Winston's only hope, and quickly lets him know about his worsening condition.

"Hurry Mr. Foose, he just stopped breathing!"

The dark eggplant colored Plymouth's eyes open wide, hearing the tone of worry in Ramone's voice, and his speed increase recklessly. The powerful car rips a hard wide turn into Doc's garage, and slams the back end of the red Mustang as hard as possible.

Doc's eyes open with shock, as Foose's split front bumper is shoved into his own grille with the tremendous impact, however, it jars loose whatever was blocking his air way, and Winston takes another shallow breath.

"Jessie!" The Prowler yells out, and a sleek Corvette pulls inside and around to the front of her boss' steaming front end. "Find me any spare engine! I don't care if it comes out of an old Yugo, but we need one right now!"

"Yes Sir" she replies, and tares off outside, quickly finding anyone that can point her towards a replacement motor.

"Chris..." Foose barks out for his other helper, knowing he is the one to find tough parts. "...Get on the phone to Vic Edlebrock, let him know we need every single '67 Mustang part he can spare!"

"OK Mr. Foose!" The black and silver Ford Superduty pick-up replies, and quickly gets on his cell phone to call the owner of the biggest performance parts shop in the world. However, as he waits for an answer, Chris looks at his boss' front end with a slight smirk.

"I guess I should have him send some parts for the front a Custom Prowler too!"

Foose gives his friend a cold stare as more water pours out from his mangled nose, and the two-toned truck backs out of the garage, showing a very wide grin.

"Hey Vic...It's Chris from Foose Designs..." The truck suddenly begins talking on his phone, and his attention is gone from his boss in a flash, which does not concern Chip in the least, hearing Chris begin working to get parts quickly.

"...I need everything you got for a '67 Mustang sent over to Radiator Springs, New Mexico, and I need them here yesterday!"

Foose then returns his attention to the job at hand, as his two best friends begin working their crafts.

"Mr Hudson..." The damaged Prowler says with a bit of a nasally tone in his voice, looking up to the teary eyed Hornet, and knowing that he is this car's uncle "...I need you to get out of here now, and let us work!"

"What!" Doc replies, but quickly understands as several forklifts pull into his shop, and start removing the destroyed parts from his nephew's damaged frame.

"I don't want you to see this..." Chip continues with a somber tone, leading the old Hornet from behind his nephew, making sure he sees his eyes and not Winston's deconstruction.

"...they have to move fast take your nephew completely apart, so I can find the main issue to his breathing, and fix it quickly. This is something I don't ever want a family member to witness!"

The Hudson shows anger as he watches them pick every part from his sister's son, tossing them away without emotion, only caring about the speed in which they work. It pains Doc to see this, but he hold his tongue, understanding time is not on their side.

However as one of the forklifts lowers a dark shade over his windshield, then lifts a small torch to his nephew's roof, the Hornet makes his disapproval known vocally.

"STOP!" He says, looking back at the great designer, and showing him a tremendous amount of concern. "You can't take off his roof. He'll never be able to race again without it's stability."

Foose looks back at the red car, and shakes his head, as he knows that to be true as well.

"I would rather him be alive and not racing...instead of dead...and not racing." He says with conviction, but the great designer suddenly gestures his worker to stop the first cut. He knows that fixing Winston's crushed roof would be nearly impossible, and that is what quickly intrigues him.

"However...maybe there is something I can do..." He says with a sudden confidence, as his eyes return to the distraught Hudson. He shows the old racer a look of concentration, as his mind fills with hundreds of designs to get around this difficult problem, and a smile begins to cross his damaged grille.

"...I've been known to come up with a few good ideas from time to time!"

* * *

**OK guys...Foose is here, and his mind is working out a design already. Can he put this car back together, or will Winston's damage be too much for even the great restoration king. **

**Now, I must say at this point, that I am becoming sadden with a single thought...There is only a few chapters left to write, and I don't want this to end. ****I have absolutely enjoyed writing this story, and I**** hope you are experiencing the same feelings while reading it.**


	9. Making the Impossible Possible

Chapter 9: Making the Impossible Possible

After seeing nothing but darkness, and feeling only anguish for so many years, Winston is suddenly blinded by a bright light and all of his pain fades quickly away. He looks down upon himself in awe, seeing his body in pristine condition, glistening within the brightness he can yet keep his eyes open for more than a few seconds.

"What is going on here?" He says aloud, finally able to get eyes to adjust to the intense light, that seems to come from everywhere around him.

"Where am I?"

"You are home!" A familiar voice remarks from behind, and Winston quickly focuses his eyes into his driver's side mirror

"DAD!" He cries, spinning around with shock and just staring for a moment at an old Ford Pickup truck.

"How is this possible?"

The old truck begins to show signs of crying, something Winston never saw his father do in the short time they had.

"Oh my son..." He says with pain, as tears pour from the eyes can no longer keep open, seeing his youngest now sitting before him in heaven. "...I am so sorry I wasn't there for you!"

Winston's eyes focus on the tears that collect under his father, knowing exactly where he is now, and he quickly begins crying with him. He feels terrible, knowing his recklessness is the reason for this meeting with his dad so early in life.

"This is my fault Dad...please don't be mad at me!"

His voice is so painful for Ranger to hear, that he looks away towards another car he asked to help comfort this new arrival.

"Itsa OK my younga friend!"

Another familiar voice pulls Winston's eyes to where his father now looks, and notices the red sports car that took on the responsibility his uncle did not.

"Enzo!" Winston cries out to his Godfather, and the Ferrari is fast to embrace his Godson.

"Thisa was no onesa fault...do you understand me!"

However, as the red Italian sports car goes to hug his Godson again, Winston feels an incredible impact to his back-end. Enzo and his father quickly disappear to nothingness, and the intense light that surrounded him fades to black again.

Pain is all he feels again, as Chip Foose smashed him with his front end, forcing the wrecked Mustang to take another breath and come back from the dead.

Several voices are heard in an inaudible mess of hastily given orders, and quickly Winston realizes he is not in heaven any longer, as he hears a voice that become a bit clearer to him.

"Mr Hudson, I need you to get out of here now and let us work!"

"_Uncle Huddy!"_

Winston is shocked to hear his uncle's voice and tries to gather strength to say anything, however, he is struck with an intense pain as a section of his damaged frame is torn from his body. The trashed car tries to struggle against the vicious attack, but it is useless for the Mustang whom exhausted all his strength holding together for thirty-five years already.

The pain, already severe, becomes overwhelming as an intense flame is soon held against his roof, and Winston sinks further inside, believing his uncle is just watching this happen.

"_STOP! PLEASE...Why won't you help me Uncle Huddy? I'M NOT DEAD!"_

His mind races with a horrific thought, believing he was not supposed to be in heaven, but in another place his father warned him about.

"_Why is this happening to me?" _He cries, wondering what he did to be chosen for such an evil place to spend his afterlife, and why his uncle is doing nothing.

"STOP!"

Doc's voice is heard clearly expressing rage, and Winston sudden calms as the torch is pulled away from his frame. The young Mustang realizes he is still alive, and one of his family members is there to make sure he remains safe.

He cannot hear the short discussion that takes place, but is comforted afterward by the nasally sounding voice he heard talking to his uncle a moment ago.

"Do you worry Winston...I'm not taking your roof off!" Chips Foose says with a confidence that eases the vintage Mustang, who has already been reduced to a shell of himself.

"But I won't lie to you...this is not going to be easy for either of us!"

Winston struggles hard to say anything to this car that continues to rub his frame with a gentle tire, and hearing his soft voice talking to him like he is family. He realizes now that this car is hear to help, and Winston makes his presence known.

"I...c...c...can...f..fff...fffight!"

Chip's eyes open wide, hearing the Mustang is still conscious in this state, and quickly knows the spirit of this remarkable car.

"I promise..." He says to Winston, with a deep voice of pride in this car's strength. "...I will fight just as hard!"

Winston tries taking another shallow breath and reply with his gratitude, but suddenly the blockage returns to his airway.

"Heeelp!" He cries, and Chip hears his breath give way again. He bolts to the door, and yells for his assistant Jessie, whom is already coming back up the road at breakneck speed.

"I have a motor Chip, but it's really small!"

"I don't care what it is, this car just needs to be able to take a few breaths!" He barks out, backing up to Winston, and yanking several hoses and wires from his engine compartment, waiting for his assistant to drag in this engine. However, his eyes focus with shock as the Corvette opens her small trunk, revealing the five horsepower generator she borrowed from the town's fire department.

"I'm sorry! It's all I could find in such a short amount of time, Chip." She remarks, seeing the look on her boss' face.

"It's fine Jessie!" He says with a slight smile to calm her down, as she shows a deep concern for failing in her hunt for a replacement engine.

"It'll give him a few minutes for you to locate a better one, but you gotta hurry!"

Jessie nods her front end with a confidence boost from the customized Prowler, and tares off at great speed to find a better choice, feeling a desire to improve upon the one she was forced to make.

Meanwhile Chip quickly figures a way to use this small motor to power a muscle car. He clears out the hoses, before attaching them to the small engine, and placing it atop Winston's trashed V-8.

"I really hope you can fight my friend." Chip says, replacing the hoses where they belong, and fires up the tiny generator. It sends a small fraction of the Mustang's true power through his heart, but Winston immediately coughs several times, and takes in some oxygen.

The length of his breaths are short and Chip can see that every single one is a struggle for him. However, a smile fills his broken grille, as Winston's vital-signs begin to stabilize.

"You are a fighter aren't you?"

The red mustang takes another breath, and again uses what little strength he can muster to speak.

"It r...rrruns...in ma.. ma... my f...fff...ffff..ffamily!"

Chip places his open fendered tire against the trashed car's twisted frame, feeling the pulse the tiny engine is giving Winston, and knows he must remain still.

"Don't talk anymore my friend, you said everything I need to hear. Now what I want is for you to take it easy, because this motor is barely enough to keep you breathing!"

"HEY!" A strict voice barks from the garage door, pulling Chip's eyes to an old army jeep, and filling the Plymouth's broken front end with a wider grin.

"Will this one work better?" The Sarge remarks with his own smirk, towing his home's back up power supply behind him.

"This baby maybe old, but she's as strong as Frank, and has seventy-five horses ready to fire at a moments notice!"

The old jeep immediately is gestured by the master mechanic to place this better choice beside the broken car, and The Sarge is quick to oblige. Chip quickly yanks the small motor from Winston's engine compartment, and removes the hoses he just place.

It takes only a few seconds for him to reattach Winston to the life supporting motor the old army jeep brought in, and he quickly draws the largest breath of air his lungs have taken in thirty-five years

"I heard some hot-shot army brat was in need of power." The Sarge remarks, as another more stable breath is taken by the broken Mustang, and he smiles knowing what he has done for a fellow soldier's son.

"You father would be proud of the strength you're showing here son...just as I am!"

The Sarge unhooks himself from the larger generator, and turns to leave as Winston draws another pure breath of power. However, he suddenly stops in his tracks as the Red Mustang's broken right windshield wiper raises slightly and salutes him.

The look of deep pride that fills the Sarge's eyes, sends a chill down Chip Foose's chassis, and he looks at Winston in a whole new light.

"_This car deserves the best I can give him."_ He says to himself, watching several more breaths of power surging throughout the wreck, and knowing at this moment, he is going to survive the crash.

However, one thing is still bothering him, and that is his crushed down roof. He knows the damage is impossible to repair, and had lied to the young car just to get him to relax. But now that Winston is at rest, Chip is confronted with the truth.

"_I don't know how the heck I'm gonna fix this kind of damage...without cutting off his back bone!"_

He keeps the cold reality to himself, knowing this news will upset Winston, and that is the last thing he needs. The red Mustang is stable for the moment, but his life may still be over...or at least the one he loved.

"_NO! YOU HAVE TO CHIP!" _He says to himself again, rolling over to the opened door of Doc's shop, and looking out upon Radiator Spring._ "You can't let this car down...not with that kinda spirit!"_

Suddenly his eyes fill with inspiration, staring at the two race cars in Flo's station waiting with many other for any words of hope. Both Lightning and The King look over at the design expert and show respectful grins.

"THAT'S IT!" He yells, startling everyone before slamming the door to the garage.

The eggplant purple Prowler figures it out fast, noticing what they have and Winston does not. He heads to a spot in Doc's shop where he has a perfect view of the flattened car. Chip begins to work the simple solution in his head before laying it out on paper, and soon there after, the Master Designer has made three quick sketches.

He heads over to Winston, smiling the whole way as the deconstructed Mustang is breathing better and better with every inhale. However, his breathing halts as he hears that same blow torch, that starting cutting him before, fire up beside him again.

"HEY!" The wrecked car remarks sharply with fear, but Chip is quick to comfort his concerns with a confident tone in his abilities.

"I have the answer my friend, and it's a simple one that I should have seen earlier." He replies, then lowers a dark shield over his windshield.

"You were born in 1967, and never had a roll cage installed...did you?"

"No! Why would I?" Winston retorts with a bit of arrogance, knowing that was a new technology at the time, and weighed too much to consider using in racing.

"Well, for one..." Chip answers with a sarcastic tone. "...you wouldn't look like a Ford pancake right now!"

Winston pauses, and Foose knows if he had a set of eyes, they would be cutting through him like the torch he is holding. However, he still chuckles for the blind car to hear his emotions are high.

"Are you sure you can do something to fix me?" Winston replies somberly, and Chip shuts down the torch hearing his pain.

"Yes...I'm absolutely sure! But you'll have to trust me!"

Foose's voice shows only confidence, and Winston simply nods his front end a bit.

"Please tell me what must be done?"

The customized Plymouth Prowler takes a deep breath, knowing his next words are going to bother Winston, but he says them without a break in his voice.

"I have to remove your roof!"

Winston's vitals jump with that thought, and he takes several deep breaths to hold back his emotions.

"Why?" Is all he can muster with his broken voice, and Chip is fast to answer with the plan of attack to repair this incredible car.

"Because then I can put in a sturdy roll cage, one that will hold you together better than your own frame. It is something you need to have anyway, if you want to race again." He whispers with a very sure tone, making the dismantled car suddenly feel the same emotion in his confidence.

"You think I can race again?"

"Of course!" Chip barks out with a smirk, and quickly grasps the torch by his side. He gets ready to light it, knowing with this car's spirit, his next words will bring the answer he wants,

"And you should know, with that extra stability, I can replace your old engine with one that has more horsepower than you can handle my friend."

The wrecked car pauses again, and Chip can feel a boost in his pulse, feeling the excitement he does now.

"So what are you waiting for...an invitation!" Winston says with the same arrogance and joy filling the great car designer.

"Get to work...please!"

* * *

**Always a gentlemen Winston is, saying please and everything...although, if I was going into surgery, I don't know if I would be curt to the surgeon.**

**Well we're getting down to 'The Reveal' and I think it will be a good one, then maybe another chapter after that for fun. So stay tuned, as Winston comes back from the grave, and shows the town of Radiator Springs what shining bright is all about.**


	10. The Reveal

**OK Cars fans, it's time for the big reveal, and a moment that "changes Winston's life forever". **  
**I want to thank you for reading along, and hope you've enjoyed this story as much as I have enjoyed writing it.**

* * *

Chapter 10 The Reveal

It is a custom for Chip to leave the masking paper across a car's windshield, blinding him or her to the expert work he does, until the moment he reveals his artful skill. However, as this car has been without sight for thirty five years, the custom designer made sure Winston saw everything he did. He watched as the skillful fabricator took an entire day to assemble a sturdy steel cage, one that could hold up to the power he was thinking of giving the old muscle car, taking time only to replenish the water that was still leaking from his damaged front end.

Winston observed with awe, as Chip worked hard into the wee hours every night, taking only a moment away from the job to get inspiration from the cars cruising on the brightly lit mother road, finding his answer in the many different designs that would go by. Foose then endured two straight days of grueling work, gently straightening Winston's twisted frame, with as little pain as possible to him, placing a new skeleton inside the Mustang's striped hull.

Now, nearly a week after Winston felt the awkward sensation of having his roof removed, he is NOT having any regrets. The sleek look Foose has given him, has made the destroyed car come back to life with a feeling of urgency. But it wasn't until yesterday, almost six days later, when Foose finally was able to replace Winston's roof, showing off his new design once, then folding it down into it's second home.

Winston stares into his rear view at this newly streamlined back end, knowing his roof is now tucked inside the trunk, along with the rest of his remarkably strong skeleton. It was detailed in length to the broken car, how this cage will become his new backbone, however, Foose strongly advised on how this new beauty will become a great weakness, if he forgets one simple rule.

"Don't go full out with the top down!" He said making sure the young car could see his seriousness, before finishing his statement. "You could twist yourself into a pretzel with the amount of torque this engine's gonna give you."

Since that moment, Winston has been like a child waiting for midnight on Christmas eve, shuttering with anticipation to see the heart that Chip Foose found to power him, and the final design of his artwork. He can hear the approval of his uncle Hudson from the other room, and begins to dream of different paint schemes, all of them utilizing his new blacked out roll cage.

His eyes return to his rear view, staring at the single black bar that crosses over his barren interior, knowing that will blend perfectly with his original red coat.

"Weird huh!" Ramone remarks, seeing the gray pony car staring at his opened roof, and Winston's new eyes turn towards the masked Chevy.

"Yeah...it sure is." He replies, as his stare returns down his drivers side, seeing none of his roof remaining. "I never thought I would like the look of a convertible, but I think it's starting to grow on me."

"I'm thinking you're gonna like it more when its closed!" Foose suddenly remarks as he rolls into the booth of Ramone's shop, looking one last time at the gray-primed car, and giving a very assuring nod.

"You should see the engine my friend Vic just gave us!"

Winston's eyes open wide, however, they soon show a bit of concern, as Chip grasps the tape gun.

"OK buddy, it's time...I gotta tape you off now, and this time it stays on, but only for a few hours...I promise.

Winston practically freaked out when Chip first primed his coat, as it was the only time he covered the young Mustang's new eyes.

"I'll try to remain a bit calmer this time." Winston begins to say, however, Chip leans against the gray Mustang, whispering into his empty frame.

"I brought in a friend to help with that!"

"Hey...why's he still gray?" Mater remarks bluntly through the white mask on his face, and Winston's eyes quickly focus on the rusty tow truck that became his friend in a day, then saved his life thirty five years later.

"MATER!" He remarks, and the tow truck shows his first best friend a pair of joy-filled eyes.

"I was hopin' ya'd remember me..." Mater replies, rolling up to the young Mustang that held a place in the back of his mind for so long.

"...because I could never ever forget you!"

Winston sobs for a moment, seeing Mater's eyes filling with tears, however, he does not cry as the tow truck quick switches emotional gears.

"But...now that I found ya...I don't have ta miss ya no more!"

Chip and Ramone begin to laugh as they tape off the headlights and side markers of the gray car, however, Winston starts to cry.

"I don't know what to say, except I'm sorry..." Winston replies somberly, looking back at Mater, and seeing a vision of someone else, someone who must have felt the same way as this incredible tow truck did for so long. Now, hearing such pain in Mater's words, and knowing that his loss is what brought that pain, Winston's mind begins to race. He realizes he has yet to see one specific car since he left Texas thirty-five years earlier, and her face suddenly flashes before him.

"...and how I only wish I could say that to my Mom!"

Chip and Ramone raise their eyes in unison towards Mater, and they can see the look in his eyes.

Both cars can see it in his expression, and sink on their tires, as Mater, not wanting to keep this important secret, blurts out a fast answer.

"Your Mom has been called already..." he replies, looking over at the shock in Winston's eyes, and also Ramone and Chip's faces as well. "...she should be hear ina few days, and will get a chance ta cruise with her son on the mother road!"

Winston shakes his head in disbelief, hearing not only that his mother is still alive, but that he will get to see her very soon. He uses all of the power the Sarge's generator is giving him to breath, and rolls over to the rusted tow truck, leaning his side against Mater in an embrace.

"Thank you, my friend! Because of you, I will have a chance to live...and to see my Mom again." He says with a great amount of sincerity, before looking deeper into the old tow truck's eyes.

"I will owe you _everything I become_ from this point in my life."

Mater tries to smile, but finally understanding the deepness of Winston's emotion, he begins to tear up as well.

"I would do anything for a best friend..." He replies with the same amount of sincerity, helping Winston back up into position for his paint job. "...just ask anyone in town."

Mater notices Winston beginning to lose consciousness, and looks up at Chip Foose, whom suddenly shows a smile.

"Perfect Mater!" He remarks, picking up his tape gun, and quickly masking off Winston's windshield. He knew the tow truck could distract Winston long enough for him to calmly slow his engine, and shut the pony car down without scaring him.

"But why did you tell him mom was coming?"

"I know, Mr Foose..." Mater answers, staring down at the ground with anger, knowing he lied to his long lost friend, and hating himself for it. "...I couldn't tell him the truth...ya told me it'd make 'em harder ta paint!"

Foose looks over at Ramone, who quickly shows a smile at Mater's innocence, and loving the way he covered the truth with _the perfect fib_.

"That works for me!" The purple customize Prowler remarks, recovering his now pristine front end with a mask, and finishing a series of lines down Winston's side.

Ramone and Chip work quickly, hoping to get both coats of his base color down, before having to restart Winston's engine.

"I don't want him to be blinded when he wakes up, Ramone, so lets not take our time, but make it right!"

"You got it Mr Foose." Ramone replies with pride, happier then Luigi and Guido seeing a Ferrari, knowing he is working side by side with the great artist.

They work hard together, practically covering themselves in Mustang red, as the two cars coat every square inch of Winston's exposed frame.

Mater watches from the side as his old friend returns to the original red he first saw him wearing, and smiles wide enough for Chip to see through his mask.

"Do you like this color, Mater?" Foose remarks, and stops for a moment to get an answer.

"He looked a whole lot better with them black stripes Mr. Foose!"

Chip chuckles, knowing the stripes will come soon enough, and continues to lay a perfect coat upon Winston's hood.

"I need to get his engine inside first Mater, then we get to have fun making him look good for his reveal." Chip replies, looking at the tow truck in his mirror, and still laying out a perfect coat.

Mater smiles, knowing who the reveal is really for, as she arrived yesterday.

"Do ya think she'll be ready?"

Chip stops painting for a moment, and smiles, knowing his A team is working the other job to his exact orders.

"I have no doubts in my family..." Chip replies, and returns to his work. "...and I'm sure this young car is going to love what we did to her."

Winston can hear words being said, but is confused as his mind is not processing the information. He can tell his body is shutting down again, as barely enough power is coming from the life supporting engine he is still hooked up to.

The young car suddenly awakens along the side of Interstate 40, exactly where he had met a group of construction workers who changed his path in life.

"_Hey!"_ He yells, noticing his rear tires frozen in the solid concrete where he was pushed, and the years of time that passed, influencing his frame as if he never moved from that spot.

"_What the heck is going on here?"_

Suddenly a voice is returned, but not the one Winston was expecting.

"_You must calm down my son!"_

"_DAD! Where are you?"_ He cries out, unable to see his father anywhere in this odd vision. _"I thought I was going to make it! Why am I here again?"_

A single star begins to flash brightly in the night sky, and Winston's eyes quickly focus upon the heavenly body his father always pointed out.

"_Easy my son...things are not what they seem to be!"_

The red car tries to relax, but cannot, unable to understand why he is in this position again. However, from above, a voice that once settled a young muscle car on the darkest of nights, begins to settle his son once more.

"_You are not where you think, my son...In fact, I have never seen you more alive, then I do right now!"_

His father's voice begins to ease Winston's tension, as Ranger continues to speak through his unconsciousness.

"_You have struggled so hard to survive, and I just wanted to tell you...that I am so proud of my son."_

Winston begins to cough inside his dream, and quickly he snaps out of this odd vision. He awakens again, this time blinded and feeling confined.

"NO!" He yells aloud, thinking he is buried under rock again, and Chip quickly rips the paper from his windshield.

"Hey...calm down son...it's almost over!"

Winston begins struggling for breathe, feeling the anxiousness of being trapped again, and Chip gestures to Ramone to power the generator to full.

"I'm sorry Winston...I have a little bit left to do here, then we can place your engine inside, but I have to finish this now."

The red car continues to take deep breaths, looking around and realizing it was just a dream before settling his eyes on Chip Foose.

"I'm OK now!" He says with a calmer voice, understanding he was only running low on oxygen and hallucinating.

"I won't cover your windshield again, but just try to remain still for the next few minutes!"

Winston can see Foose's eyes return to his job, and he looks over at Ramone and Mater. A deep well of pride fills his pristinely painted shell, still hearing his father's voice so vividly, and realizing this is all because of his teachings.

"Thank you Dad!" he says softly, and Foose stops his painting again, noticing a big problem

"Ramone, could you please cover that engine with a mask...quickly!" He remarks, pointing at the generator's exposed carburetor, and watching the intake begin drawing in fumes like a black hole.

"I think he's starting to hallucinate...he just called me DAD!"

* * *

Ten hours go by, as Winston felt fine with his windshield fully covered, as long as Chip, or Ramone, or even Mater would talk. His fear disappearing every second as the Foose would crack jokes about old cars, and making sure someone was always speaking or laughing. It allowed the great designer to play with a scheme of paint, spraying the car with several colors, but making sure no one mention it to him, especially Mater.

He is going to have a bit of the reveal he wants, knowing the paint job will be nothing like Winston was expecting.

The single coat of clear has had time to dry to perfection, shining brighter in the white light of the paint booth better than any Ferrari could, and Chip knows it was Mater's that made it happen.

Winston was easily able to pass the time blinded, talking to his best friend and the ones fixing the incredible damage done to him; and they talked about everything. Personal or Private, it didn't matter to Winston, as he laid out his worst nightmares buried on the mountain and his greatest memories of traveling abroad.

Blinded to the world around him, Winston was so enthralled in the details of his story, he never noticed the amount of cars that heard him talking, as they worked quickly to finish every detail in the ten hours. Many things were spewing from Winston's mouth, and his mind was focused to tell it all to his best friend Mater, whom for once, never said a word.

The rusted tow truck would acknowledge his friend every few minutes, of course, but he kept his trap shut while the A team begin customizing the decked out convertible.

In a blur of conversation, Chip Foose gathered more inspiration, and his paint scheme begin to show the car's soul. His dream he just had on the Interstate, and the other moment where he stood before his father in heaven, was also the determining factor of Foose's design, and even Ramone had trouble holding his tongue when the artist had finished.

"I'm so thankful to you, Mr. Foose. I wouldn't have thought anyone would damage themselves so badly, just to save the life of a car they never met."

Chip shows a great deal of emotion then rubs his front end when Winston recalls the moment he came back from the brink, and the hard impact to his rear bumper that forced him to continue fighting to breathe.

"It's something I learned from my father." Foose replies, knowing the vast amount of knowledge taught to him by his hero, and using those talents to become the best at what he does...saving old car's lives.

"He told me never to give up on anyone, because life...unlike a radiator or a headlight...cannot be replaced!"

Winston smiles, and takes a deep breath from the Sarge's generator, however, Foose notices a large black pickup pull into the booth, and suddenly yanks out all three hoses leading to it.

"HEY!" Winston remarks with fear, unable to see what happened to his air line, but Foose is quick to call for the rest of his A team.

Several other cars maneuver into the small booth, and gently start pushing Winston out.

"It's time my friend!"

The red car tries to see what's happening, but with a thick brown paint covered paper still tape across his eyes, Winston is still blind to his surrounding. He becomes a bit anxious as he leaves the booth for the first time in nearly a week, and can hear the voices of another dozen cars just waiting to great the newest Overhaulin' Mark.

It is so overwhelming to Winston, that he exhales half of the air inside.

"Who are all these cars?" He asks, but Foose is quick to tell the red car to shush.

"Don't waste your oxygen...we still have to install that thing before you can breath again" He says, taring away a small section of the darkened paper, and pointing at the new engine slowing being lifted on a hoist.

"HOLY SHOOT!" The astonished pony car barks with all of his might, and Chip rolls his eyes, hearing all of Winston's air leaving his lungs.

"Well...that was not very smart!" Foose remarks sarcastically, but completely understands Winston's release of surprise, as even he was impressed with the engine Vic Edelbrock donated.

"JESSIE!" Foose demands to his scavenger, and the sleek ZR-1 is front and center in an instant.

"I need that replacement engine now!"

Her brow lowers with confusion, however, she has no time to even think of what he meant, as Chip rips open her hood. He removes several hoses connected to her powerful V-8, and attaches Winston's life support lines directly to Jessie's engine.

"OK...you can take another breath now, but this time hold it!"

Winston balks at his bluntness, however knowing he has Jessie holding her breath now, the red Mustang is quick to follow orders, taking a huge inhale to hold.

"That was the perfect engine to use for him Jessie...thank you!"

The sleek black Corvette shoots Chip an annoyed look, as he quickly reattaches her air hoses where they belong. However, with a gentle closing of her hood, and a deep and sincere gaze of appreciation, Jessie smiles and backs away.

"You know me...anything I can do to help!"

Chip gives her a quick wink, then proceeds with the job at hand, as several cars begin to lower the massive engine into Winston's empty chest.

"Easy guys...I just spent ten hours getting it right!" he yelps, using a delicate touch to move the huge motor inside without scratching anything. "...this baby is barely gonna fit, so just watch your clearances!"

Everyone barks an OK with an understanding of the job at hand, and after a slight adjustment to the angle of descent, the large engine simply slides into place.

"PERFECT!"

Several cars begin fastening down the motor into it's new home, as Chip attaches the main lines to the massive block, allowing Winston to take the first inhale of power from a new engine.

"WOW!" He remarks as this huge power-plant fires to life, sending a surge of energy throughout systems he didn't even know he had.

"There is more to show you my friend, and now that this engine beats strong inside of you...I can show it all."

Winston's new eyes open wide as Foose tears off the entire sheet of paper covering his windshield, and a deeper breath is taken by the vintage Mustang.

"Oh my goodness!" He gawks in surprise seeing the first thing that strikes him. A small blower mounted atop his new engine, high enough that it obscures a portion of his view.

"How in the name of Edsel Ford are you going to close my hood with this thing sticking up so high?"

Chip smiles at the young car's naming of the most terribly designed Ford, knowing he thinks the great designer has a flaw in this setup. However, he quickly gestures his eyes towards the wall, and the hood that belongs atop Winston's engine compartment.

"Oh wow!"

Two fork lifts carefully remove the candy apple red and black-striped hood that sat drying in this room, waiting for the reveal. They lay it gently over the Mustang's engine and bolt it on tightly to its supports. Only a fraction of an inch separates the blacked-out bulge in the center of his hood, allowing this powerful air intake to sit without blockage, and Winston smiles as his nose latches down to a perfect fit against his grille.

"That engine is set up for just you Winston, and will only power to full when your roof is closed...so if you please."

"Me!" Winston remarks, knowing Chip had to lower his roof manually the first time.

"It's a power roof...and now you have all the power you'll ever need!"

A wide smile fills the red car's face, and quickly he finds the button inside to close his top. The mechanism springs to life in a second, slowly raising Winston's trunk lit in the opposite direction and allowing the hard top convertible roof to unfold out over his new interior.

As the roof closes down, Winston can see two steel bars that sit on the inside of his unfolding roof, completing this incredibly designed roll cage. As the top closes, these bars extend from his windshield to the thick black roll bar that is permanently welded to his frame. The red Mustang can feel his entire body become rigid, as several clicks ensure his roof is locked in position.

The moment this happens, Winston can feel his heart increase with a vast rush of power. The rumble of his engine shakes Ramone's shop, and Winston shuts it down fast. He is so overwhelmed by this feeling, that even the brazen pony car is frightened of the power under his hood.

"Five hundred and sixty five horses!" Chip remarks, taking Winston's eyes from himself, and filling them with more shock.

"Five Hundred and WHAT!"

Chip begins to laugh, seeing the complete awe in Winston's eyes, and he slowly rolls up to his side.

"It will only produce that amount of horsepower if the top is closed, so you never have to worry about hurting yourself with the roof open."

"This is the most intelligent engine we have at Edelbrock!" A large white and red Chevy Nomad station wagon suddenly remarks, rolling alongside Chip to explain his contribution to the build.

"Winston...this is Vic Edelbrock. A good friend of mine, and a fan of the racing world..." Chip shows a great amount of respect to the vintage Chevy, and Vic nods his front end with a smile. "...he supplied you this engine!"

Winston's eyes focus upon the big white car showing humbleness that Vic has seen once before.

"I don't know if you remember me young man, but I saw several of your races back in '72, and I was the one who told Tex to keep an eye on you after your new engine was installed."

Winston takes a deep breath, suddenly remembering the white station wagon from years past, as he would always be around a racetrack, learning to hone his mechanical skills for a future in automotive excellence.

"I do remember you!" he replies, then suddenly notices his old engine sitting in the rear of Vic's wagon. "You install the engine the kept me alive."

"That's was me young man, and now I will restore it for someone else to use!" Vic remarks, then smiles deeply at Winston. "If it can keep a young car alive for thirty five years buried under sand, then this heart deserves a chance to race again."

Winston shows another humble look to the old car, and a single tear begins to form on his new windshield

"I don't know what to say!"

"You never need to say a thing my young friend, just as long as you use this engine the right way..." Vic says with a gentle rub of his tire, and a huge smirk on his face.

"...this is a racing engine, so make sure you race it hard this time!"

Winston tears up quickly feeling overwhelmed with such a gift, and Vic just smiles, paid in full from the young Mustang's expression. The custom white Nomad backs away to his position, and another car rolls up to Winston, and begins to explain what he did.

"We replaced your interior with all new leather!" A small Chevy Cobalt remarks, and Winston balks, believing he is still a shell of himself. However, as he looks within, his heart begins to pound heavily.

"Open up, and let us get a better look!"

Winston quickly presses the button on his console, and as the top breaks it's connection and draws itself back, the bright lighting inside the shop begins showing Winston what he missed.

"How the heck did that happen?" He says with shock, looking around at several other cars that begin to crowd in closer.

"We had a good story to listen to while we worked, and made sure a car that survived such a terrible tragedy would never have that issue again." The lead car remarks, and opens Winston's Passenger door.

"We waterproofed everything, just in case you get caught with your top down, and at the same time, we made sure the Sun wouldn't fade your leather that fast. We also put in a premium sound system with ten speakers, that puts out a thousand watts of sound."

Winston, still gawking at his new interior, does not hear anything the car tells him, so the small Chevy reaches his antenna inside and turns the radio on high.

Everyone in the room is struck with the powerful sound waves of music, and Winston quickly lowers it down.

"What in heavens name is that garbage!" Winston remarks, quickly looking for a new station, but nothing happens.

"Ahhh...that's not the radio...it's a CD!" The red Cobalt says, and Winston gives him such a look of WHAT

"He has not been around since 1973..." Foose remarks with a smile. "...He doesn't even know what a cassette is!"

Winston suddenly feels like the brunt of the joke, as everyone begins to laugh.

"Oh...so I guess telling him he can keep a hundred CD's in his trunk is pointless then, and I'm not even gonna try to explain what an MP3 player is...forget it!"

Again everyone laughs, but Winston really does not care, going back to admiring the new interior, and listening to the four cars tell him more about the radio he doesn't understand. However, the red Mustang suddenly shows a great deal of shock in his eyes, and Chip smiles as Winston finally notices he is no longer just...a red car.

"MY TRUNK IS BLACK!" He barks with surprise, and quickly turns to look at his designer.

"Not really!" Foose replies, rolling around to Winston's rear, and opening his trunk for the young car to see the real reason he spent ten hours getting painted.

The back of Winston's car now shows a nighttime scene, where a young Mustang is looking up to the stars shining above, with one shining brighter than them all.

"Dad!" Winston says and everyone in the room immediately tears up, knowing the significance of this single bright star.

"Now you will always have your father to watch your back."

Chip begins to feel the powerful emotions as Winston's windshield fills with tears, staring at his trunk with the feeling of love and loss.

"Don't fall apart on me yet, Winston..." Chip says, now starting to show signs of tearing up himself, as he knows what is coming next.

"...there is one more thing we wanted to reveal to you today."

Winston suddenly notices the entire town has started rolling into Ramone's shop, surrounding the restored convertible with wide smiles and tears of joy. The young Mustang is so overwhelmed by everyone's presence it take a seconds for him to recognize the last car the enters after her brother Hudson.

A completely restored 1962 Nash Rambler.

"MOM!" He cries out, as her tear-filled eyes are the one thing that gives her away.

Both cars meet quickly in the center of the towns folk, scratching several layers of their new paint in a powerful embrace.

"Hey man!" Ramone remarks after hearing a few more deep scratches, and both Winston and Nashly look over to the Vintage Impala. "You're gonna have to spend more time in that paint booth if you're not careful."

Winston smiles, and grinds his fender against his mom, making sure to gauge them both to the bare metal.

"That's fine with me Ramone..." He says, holding his mother tighter and tighter, and hoping this moment never ends. "...I don't think I'll ever enjoy time in a paint booth more than I will now."

**THE END**

* * *

**What? THE END? But I promised you all another chapter**

**Don't worry...it is coming soon. We have to know who wins the ultimate grudge race...DON'T WE?**

**Please review**


	11. The Grudge Match

**I want to thank everyone who has read this story, and truly hope you've enjoyed it. **

**Here is the last part, a race that has been on hold for decades, and one that might not happen because of promises made. **

* * *

**The Grudge Match**

The hum of over forty engines shakes the entire stadium with a grand noise, filling the hearts of racing fans with their last taste of this power for two months, as the season ends with this next checkered flag.

The Piston Cup is not even a thought, as Lightning's perfect 32-0 record ended the short lived Chick Hicks era with twelve races still left on the schedule. However, that is not what is keeping every car on the edge of their parking spots.

A young hot-rod, making his career debut this year for Dinaco, is now closing in on the rear bumper of the Rusteez champ, making this finish the most dramatic all season. No one has even come close to beating McQueen, not even last year's champ, as Chick not only lost every sponsor he had, but his nerve to drive hard as well.

However, on the last day of the season, Dinaco's newest star, and rookie of the year, is trying to win the race that was dedicated to his father...the King.

"Keep pullin' him in son, you got the advantage now!" Strip Sr. yells out from high up in the Dinaco luxury box, cheering with pride all year for his oldest son. His wife and Tex are staring on with the same anxiousness when the customized Dodge Viper catches Lightning as the white flag drops.

"Three more turns to keep draftin' off his speed, then you pull inside on that last turn and take 'em!"

However his eyes open wide, hearing a different call from Dinaco's Crew Chief.

"Junior, fake to the inside on turn four and make Lightning bite..." Winston barks out into his head set, knowing McQueen has not been pushed all year, and will just block out a rookie driver.

"...then take him on the outside!"

"WHAT!" The angry father barks, knowing that is the more dangerous route and could lead to a hard impact against the concrete wall that protects the fans up front.

"Isn't that dangerous, Chief?" Junior replies.

"YOU'RE DANG RIGHT IT IS SON!" The King yells inside the luxury box high above the oval, with no one but his wife and Tex to hear a father's rage

"It sure is Junior..." Winston replies quickly. "...that's why I'm gonna make it _your_ first call!"

The King settles hearing the final decision given to his son with the Crew Chief's last order. He watches intently as McQueen and his child zip down the back stretch heading for turn three, then becomes nervous as his son takes the path he does not want him to.

"I'm gonna go for it Winston!" He says with confidence, reeling in McQueen and setting up the fake.

"I believe in you buddy, but if you feel you can't hold that turn...then don't do it!" The chief of the Dinaco crew replies, perched high on a lift to see the action better, and loving the perfect line Strip Jr. has taken behind McQueen.

Everyone's eyes in the Las Angeles Motor Speedway open wide as the powerful young Viper makes a cut inside on the last turn, believing he is going to end Lightning's perfect record.

McQueen also notices the move, and does what his instincts tell him to do; block the way inside while keeping and eye on the outside. However, The new Piston Cup champ is helpless to stop what he sees, as Junior pulls hard to the outside and sling-shots himself around his passenger side.

"Oh no you don't!" McQueen yelps, but his eyes open wide with fear, as his good friend's son loses footing on the drastic move, slipping slightly on his front passenger tire, and smacking the wall with a bit of force.

"NO!" The King barks out, as time begins to slow down in his eyes. His concerns become worse as McQueen brakes hard before his sliding son, and watches helplessly as his path turns toward the infield grass.

Junior's young life flashes before his father's eyes, seeing him head toward the concrete barrier that protects pit row, the one he just missed when Chick clipped him from behind last year. The entire crash plays out in a blur, seeing his son tumble like himself, then striking the inner wall. However, The King snaps back to reality, as the entire stadium rumbles with the noise of astonishment. His eyes refocus upon his son, whom already pulled out of the skid, and returned to a straight path directly in front of the braking McQueen, leaving him helpless to catch the young Viper.

"YES!" Junior barks with pride, as the checker flag drops before his eyes, and the crowd erupts with a noise that shakes the ground like an earthquake.

"WHAT ARE YOU CRAZY OR SOMETHING?" McQueen barks, as he zips up beside the first time winner, scaring the young car with his anger. Junior slows down, suddenly feeling bad about his win, and begins to apologize, but Lightning quickly smiles and cuts the young driver off from speaking.

"That reminded me of another crazy driver I know." He says, tapping the young car's fender with a victory salute.

"A driver who just lost his only race this year, on the best move I've seen in a long time. Way to go Kid!"

"Wow!" Junior replies, suddenly understanding the Piston Cup Champion is complimenting him greatly. "Thank you Mr McQueen!"

"NO, little man...Thank you!" He remarks, slowing down to let Junior have his moment alone with the capacity crowd.

"I cannot wait for next year. I'll finally have the competition I've missed since your father left!"

The young King's heart fills with pride, and he looks up at Dinaco's box to show his winning smile to Mom and Dad, however, he can see one smile is not there, and his mind begins to race.

"_Why is he angry?"_ The young Viper says to himself, seeing his father's rage, but noticing he is not looking at him, instead his attention is towards pit row. It takes a moment for the King to realize his boy is looking up at him, and he quickly shifts gears, showing the smile Junior was waiting for.

The slightly dented Viper doesn't even have to glance at pit-row, knowing his father is staring angrily at his crew chief Winston. The young car knows all about the rivalry between his father and the now Dinaco blue and black '67 Mustang he used to race back home. He shakes his head at his father, before showing another huge smile, then heading completely around the track to the start/finish line.

Strip Jr. is handed the checkered flag and thousands of flash bulbs go off, commemorating the King's son's first win. He waves it several times before the rambunctious fans, performing a series of doughnuts in the infield and tarring off down the track for his first ever victory lap.

The blue and black striped Viper starts playing to the rowdy fans, weaving around and dragging out this moment for himself and the crowd, whom don't seem to mind the long lap...as they believe it to be the last of the year. He shows off the gratitude that made his father famous, and should be given by the winner, allowing the 200,000 strong to cheer today's hero.

"_I can't believe this feels!"_ Junior says to himself, however, his eyes soon lock upon his mother and father, as they now pull into pit row. His slow speed ends there, picking up the pace to be with his family at this most joyful moment in his life.

"Did you see that move Dad?" He says with exuberance, sliding to a stop before his father, and holding the Checker flag he promised to win on his _Dad's Day_

"Yeah...I saw that!" The King snidely remarks, looking into his rear view at Winston and the Dianco crew, celebrating the come back win for their rookie driver.

"What on earth where you thinking?"

"WHAT?" Junior remarks with shock, knowing his father has taught him this move since he could roll.

"Why did you go on the outside? You could have been killed if you lost control against that wall!"

Junior suddenly notices his father eyes are back on Winston, and he quickly begins to laugh. The Blue Viper taps his dad's side and whispers into his ear.

"Because my dad, whom I consider the best driver in the world, has told me a thousand times..._rubbing is racing!_"

Junior rolls past his father, leaving the checkered flag in his grasp, and heads for his mom. He gives the blue Town & Country wagon a quick peck on the fender, and shows the minimal damage that is not even an issue to him. They both proceed to the victory circle joining Winston and the winning Dinaco crew.

However, the King stays put in the same position, looking at the flag his son promised him, and feeling a sudden rush of emotions overwhelming him. He can see a replay in his head of Junior hitting the wall, and the possible end that could have been. His frame begins to tremble thinking his son could have lost complete control, and instead of heading to victory row, they could have been heading to the hospital.

His heart begins to pound, making his powerful engine misfire a few times, and quickly another crew chief is by the King's side

"Are you OK Strip?" An old voice asks, and the King turns his eyes to see the Hudson Hornet is sitting by his side, already doing a diagnosis on the sputtering car.

"He almost wrecked where I did this same day last year!" The King remarks with a pain in his voice, one the Hudson knows all too well.

"Yeah...I saw that Strip." Doc replies with the same somber voice, then changes his tune in the next comment, making sure the great car hears his joy.

"However! I also notice that he did not wreck, and actually won the race with a move that reminded me...of his Father!"

The King shows a look of surprise in his eyes, and they suddenly focuses on the crowd. All are still talking amongst themselves about the greatest finish they've seen in years, and just hoping for an encore.

"He did win the race...Didn't he?" The King suddenly says with shock, looking around to his boy as they drape a bed of roses over his hood, and watching the tears of joy fill his wife's eyes. Strip quickly realizes his emotional anger was not directed towards anyone in particular, but only because his oldest is becoming a man, and is no longer his little Viper anymore.

"His life will fly by fast my friend...but only if you're not paying attention to it." Doc remarks somberly, knowing how much time he lost with his family. He can see his nephew Winston celebrating with the pit crew in the victory circle, putting himself in gear to head over to the party.

"I plan on paying as much attention to my family as I can...because you never know when that time will come to end!"

The King's eyes open wide, seeing his family staring over to their patriarch, and not rejoicing in the victory without him.

"Thanks Doc, I feel a lot better now!" The King says with a clearer voice, however he sees the anger starting to form in his son's eyes, as he holds up the trophy presentation waiting for his father to arrive.

"But I'm gonna be feeling worse if I don't get over there, and celebrate my son's first win."

The Hudson shows a smile, seeing a new look of pride filling the King's eyes, and hearing the steadying beat of his powerful engine.

Both cars head to the winner's circle, and drive the old Superbird has made hundreds of time, however, the butterflies he begins to feel in his gas tank are more powerful than he has ever felt.

His smile becomes permanently glued upon his face, as two small sports cars kiss Junior on the side of his dented fender, making him blush heavily. The proud father knows his son has made it to the top, and nothing could make him feel bad at this moment.

That is until Winston pulls alongside of his old rival.

"Wow Strip, you must be getting really old!" the pony car remarks aloud, as The King finally makes his way to the trophy presentation, and his eye pop open hearing the first part of this insult.

"I didn't think your wife could beat you down here, but I guess she's the one with all the power now!"

Everyone in the winner's circle balks, except Tex Dinaco, who begins laughing right away. He warned Winston not to provoke the King, because he was angry with him for the last call in the race, however that only added to the fire in Winston's heart.

The old rivals look at each other for a second, but the King just smiles, and replies with his own insult.

"Well, when you win as many races as I have, slow poke, you kinda start feeling the stress of holding up all them trophies! You know...the ones you didn't win!" The King pauses, and locks eyes with his former rival, showing a very cheeky smirk.

"Ain't that right...MY LITTLE PONY!"

The convertible Mustang shoots The King a very annoyed stare, knowing he never beat him in a race they both entered, and then hearing the taunting name he would call out when he passed him on the last lap every time.

"DAD! WINSTON!" Junior remarks with his own annoyed stare, waiting for both to stop bickering before taking the trophy named in The King's honor.

"If you guy are finished arguing..." He says to his father and his most trusted crew member, before clearing his throat and rolling up to a small podium microphone.

"I would like to accept this trophy on behalf of Dinaco, my great pit crew, and my incredible family that has inspired me to achieve everything I have throughout this year."

The pride he has inside is easily heard by the capacity crowd, all cheering the words of the young racer as he accepts the trophy from the Piston Cup Champion.

"I also want to thank you Lightning McQueen..." Junior remarks, after taking the large gold bowl from the red custom racer. "...I owe you me life, for not wrecking me on that final turn, which you could have done easily...and that is what sportsmanship is all about!"

The crowd suddenly cheers for Lightning, as he backs away from the young racer, who never questioned pulling a dangerous move like that in front of McQueen, knowing he would never hurt another car on purpose.

Junior allows the crowd to settle, making sure The Rusteez Champ is given his due, before returning his eyes to his crew chief.

"I first want to say thanks to you...Winston Stangley!" Junior remarks, pausing for a moment to keep his composure. "You taught me that life is very precious, and to live for the day...because it could all end in an instant!"

The crowd becomes silent, as they know all about the Dinaco crew chief's accident, and the way in which Radiator Springs helped pull him back from the brink. They applaud the blue and black Mustang, whose humbleness is shown with an embarrassed grin, and a faint wave of his front tire.

Junior's teary eyes then focus on his mom and dad, and he pauses again, trying to hold back a flood of emotions.

"To my Mom and Dad, who taught me everything else..." Junior cries, unable to stop his feelings. "...I present you with this trophy that has already been named for the greatest driver in the history of the Piston Cup..."

The young Dodge Viper pauses again, as they both roll forward, accepting the trophy their son just won. However, Junior quickly parks himself between his mother and father in a hard embrace, whispering the real reason he is awarding them the trophy.

"...but mostly, I want you to have this for being the best parents a car could ever have."

Everyone in the stadium is in tears, as the King pushes his son out for another victory lap, escorted by the proudest dad in the world. BOth cars wave to the crowd as they drive by, but the fans become simply an after thought. Father and son focus on themselves, taking a slow path around the huge two-mile oval, giving them a chance to talk for a moment alone.

"I can't believe you held that turn son!" The King remarks, and Junior rubs his damaged fender against his father.

"I didn't Dad..." He remarks with a snide tone, flexing his right tire to express the pain he feels. "...and to tell you the honest truth. That scared the heck out of me for a moment!"

The King nods his head, but then starts to chuckle, seeing the seriousness in his son's eyes.

"I can't believe I just heard you say that..." The King remarks, knowing how his son would always play off the danger, like a superhero doing his job.

"...are you telling me that the great fearless 'Viper' is afraid."

Junior can hear the taunting tone in his dad's voice, and stops dead on the back straight. The King also pauses and turns around to face his boy.

"I was afraid Dad...I could have really messed myself up if I lost control..." The young racer replies quickly, knowing he almost lost a lot more than a race.

"...but that's not what's scaring me."

The King balks hearing a tone of dead seriousness, and a look of concern in his son's eyes.

"What were you afraid of then?"

"I knew what I was doing when I made the move outside, and I knew I was going to hit the wall when I did it...and yet, I still I did it, just to win."

The King smiles again, seeing a look on his boy that reminds him of his own reflection in the mirror.

"You did it because you trust your friends will be there if you fail, and that is not something to be afraid of son, that is something to be proud of." The King replies, making a loop around his oldest and pulling beside him.

"It is the reason I would never back down from a challenge, since I knew my friends would be there if I wrecked." Strip continues, then looks across the infield to his old rival and son's crew chief.

"It's also the reason I get angry with Winston!"

Junior balks for a second, suddenly hearing why his old man and the head of his head pit crew have been going at each others throat all year.

"He will make my son take a dangerous route, but won't take that route himself now."

"That's messed up Dad! What if he flipped over?" Junior quips with surprise, looking over to Winston, and knowing the convertible's handicap. "Winston can't race anymore, "

"Oh yes he can son! That roll cage attached to his frame is stronger than yours, and he could probably show you how to take that turn without losing grip and slamming into the wall."

The King knows the ability of the firm footed Mustang on asphalt from days past, but he was always unsure of his power for most of his young life. And of course after his wreck on Wheel Well's lookout, Winston truly lost more than just his back bone. Even with a complete Overhaulin' by the best designer in the world, and the assurances of Vic Edelbrock himself, Winston still lost his nerve to race. The pony car only closes his roof in the rain, not letting the abundant amount of horsepower out of its stable, keeping the strength his engine has in a dormant state.

"He just chooses not to race anymore."

"That's sad dad." Junior replies, understanding more about his friend in a one minute conversation with his father, then he learned form a year of good stories told by his crew chief.

"I know Junior, it is sad..." The King remarks, suddenly having a grand idea on this last day of racing, hoping to get an old rivalry he has missed, rekindled.

He revs his engine loud, startling his son and the entire crowd in one quick show of his power.

"...but what's sadder is if you lose to your old man!"

Junior is flabbergasted as his dad leaves him in a wake of exhaust, and quickly gets on his throttle. The King smiles seeing his boy creep up in his rear view, however, he looks over to the stunned crews in pit row. His eyes lock on Winston, staring intently at the blue and black Mustang, and seeing his heart race with the action.

"I will show you us old cars can still do this Winston!"

Father and son hit turn three at the same moment, as Junior's powerful V-10 takes no time to get him behind his older dad, and the crowd is shocked into a frenzy. Not only are they watching The King race again, but he is being reeled in quickly by a determined Viper with his stronger engine, taking the inside line like he just did against McQueen.

His father moves slightly inside to keep him back, and watches without shock as the young car breaks hard outside.

_"Oh Nooo...not against me son!"_ He says to himself, pulling in front of his boy, and boxing him out perfectly. However, shock fills his eyes, as Junior makes an impossible second cut inside and starts passing him on the driver's side.

The young Viper, and his father, know he's gonna lose traction again, and Junior smiles as his front tire breaks free into his dad's side.

"Rubbing's racing Pop!" He remarks with a grin, slowing his father with the aggressive move to regain his footing, then passing him by half a length as they cross the finish line.

The King is shocked that his son pulled another move he has done in his past, one he must have been told by Winston, as he did it several times to the more stable footed car in his early career. He looks over to Lightning and the rest of the group gathered by pit row.

"_You better enjoy that Cup McQueen..."_ He says to himself with a great deal of pride. _"...Cause my boy's gonna take it from you next year!"_

Both cars spin around and are greeted with smiles, as both the Dinaco and the Rusteez crews have watched this half lap from the infield.

"Wow you still got it Strip." Tex remarks with pride in his old racer

"Thank you sir." The King says with pride, then suddenly looks at the Dinaco crew chief with an arrogant grin. "And it's a good thing I'm here to teach my son these moves, because his crew chief can only _tell_ him him how to make that turn...and not _show_ him!"

Winston's eyes open wide, hearing the King calling him out, and the restored Mustang rolls forward to the multiple Piston Cup winner's face.

"What's that supposed to mean...your highness!" Winston replies with anger, seeing the hatred he saw from the sky box before.

"I'm just saying you should show your racer how to take an outside line, before you make him hit the wall!"

Winston becomes angry and fires up his engine, releasing a barrage of four letter words under its volume. His engine is only at half power, as Winston's roof has been open in the glorious sun all day, but it is still loud enough to draw the attention of departing fans. They stop quickly, seeing the King and Dinaco's crew chief at each other throats, knowing only a portion of the story behind this argument.

Everyone begins rolling back to their seats as a thirty five year rivalry begins to melt down in the infield. Both cars revving their engines in a heated exchange of slurs.

Mater and McQueen look at each other in shock, as The King and Winston continue barking with no end in sight, however they are more surprised at Tex Dinaco's reaction.

"Why on earth are you smiling Mr. Dinaco?" McQueen asks, barely taking the gold Cadillac's attention from the argument.

"Because these two have been doing this since before you were even a thought young man..." Tex replies, smiling wider as The King presses his old rival and good friend harder.

"...and I've been waiting for this exchange for thirty-six years, Lightning!"

Both Dinaco cars suddenly realize they are making a scene, and Winston looks over at Junior with a sad set of eyes.

"I guess if that's the way you feel about my abilities as your son's crew chief..." Winston finally remarks with a quieter and more somber tone in his voice, removing the head-gear that allows him to speak to Junior during a race. "...then I guess I should step down now, before the next season even starts!"

Winston rolls away to the sound of shock, as the crowd watches the Dianco crew chief drive away without his gear, however the soap opera is not over as The King give chase quickly.

"STOP WINSTON!" Everyone hears, as the silence becomes eerie throughout the stands.

"I didn't mean to push you like that!" The King remarks, truly realizing he may have gone too far in trying to relight an old rivalry.

"I was just hoping to get my good friend back on the track once more, hoping he'd find that willingness to try racing again!"

"I can't race again!" Winston replies, looking away for a moment, before returning his eyes to the King. "I'm sorry Strip...but I just can't."

"NO! Please, don't be sorry Winston. I completely understand your fear...

"I'M NOT AFRAID!"

The blue Mustang looks around, as thousands of eyes turn towards him, knowing they all heard his last comment barked with pure rage.

"I'm tired of everyone thinking I'm afraid, Strip...because I'm not!"

The King rolls up to Winston's grille, looking deep into his eyes and seeing only the truth told within.

"If it's not fear, then why won't you race?"

The blue and black Mustang looks up to the sky, and then down to the ground, recalling the exact moment he made this life changing decision

"Because I made a promise to my father the day I got home from Radiator Springs" He replies with a broken voice, looking back at the King with tears in his eyes

"I found something in the box my Mom had packed with my stuff, laying next to the one she had to fill when my Dad died!"

The King can feel a pain in his heart, as Winston tells him about his most terrifying moment in his life.

"I found a funeral card Strip...and it had my name on it."

Winston looks up to the crowd to find his mother, but sees only an empty space where she was sitting the whole day. He knows she must have left, after seeing him arguing with the King, and believing he would break this promise he made to her and his father's spirit.

"Regardless of how much I loved this sport...I knew at that exact moment, I could never chance racing, and force my mother to go through something like that ever again!"

"I truly understand Winston, and I'm so sorry that happened."

The King allows the blue Mustang to start pulling away before making one more appeal, but not to Winston himself.

"Hey Ranger!" he barks, and the blue and black mustang comes to a dead stop in the infield again, looking back in shock at his old rival.

"What did you call me?"

"I'm not talking to you anymore Winston. You made up your mind already." The old Plymouth says as he rolls up to his custom painted trunk, and the one thing that was not changed when Winston was dressed in Dinaco blue.

"I'm talking to your father!"

The blue Mustang can see The King's eyes locked upon the single star Chip Foose highlighted on his trunk lid.

"Your son has remarkable friends that will never allow his fate to repeat, and I know this for a fact, because I am one of them." Strip says, never taking his eyes from the detailed scenery painted on Winston's back, and making sure his words are well expressed, making his feelings known to a living car and his father above.

"I give you my word; Never again shall your son be alone to face such a tragedy, and neither will your wife!" He says rolling around to face Winston, and showing no break in his determined eyes.

"He is a big part of my family Ranger, and I swear this to you now, as a proud father of a young race car myself. I will watch over him like he is mine, and _I promise..._he will always make it home to his mother!"

Winston begins to tear up, hearing such a promise to his father, but it doesn't change his attitude in the least.

"I'm honored you would even say such a thing..." He replies, looking once more for his mother, and not finding her anywhere in the crowd. "...but I can't break this promise to my Mom."

"WHY NOT?" An older female voice remarks, and Winston doesn't even have to turn around, knowing exactly who just questioned him.

"MOM!"

"Your father and I knew full well about the dangers of racing Winston, but that didn't stop us from making you the strongest car we could."

Nashly drives up to her son, making sure her eyes never leave his.

"I know how much that promise means to you, baby..." She says as tears begin dripping from her windshield. "...but I also see the pain it brings everyday, watching the life you were destined to have playing out before you, and not able to do anything about it!"

Nashly hugs her son tightly, holding him from shaking with the powerful emotions she is showing him.

"I was always afraid that you could be killed in a bad accident on the track" She says with great pain, then looks deep into Winston's eyes, and forces a small grin across her face.

"But it wasn't the track that almost took you from me...was it?"

Nashly looks up at the sky, knowing her husband is looking down at her.

"I can't ask him to end his life while he's still alive, Ranger!" She says, then looks down at her son, with a wider smile. "So you go out there and show the world your passion for racing...the same passion that your father and I saw the day we brought you home."

Winston holds his Mom tightly, breaking down with pride and pain, knowing how hard it was for her to say what she did.

"Are you sure Mom?" He says, and Nashly holds him tighter than ever.

"I've never been more sure of anything in my life!"

Winston's black trunk slowly opens in the opposite direction, allowing his blue hard top to come out of its resting place, and seal tightly along his windshield and roll bar. His engine fires to full power the minute his roof locks in place, and his mother smiles feeling a rumble in his heart she hasn't felt in thirty-six years.

"Now you go out there and show this worthless Plymouth that FORD stands for First On Race Day!"

The King's eyes open wide hearing the same passion for racing from and old Nash Rambler, and smiles as Winston leads her back behind the protection of the pit row wall. The blue and black Mustang suddenly fires his engine louder, clearing out his intake, and making sure the heart he was given a year ago is ready to go full-out.

"OK Strip!" He barks, rolling out towards the start/finish line. "It's high time I show you how lucky you were!"

"LUCKY!?" The King remarks, rolling alongside the Dianco Crew Chief, wondering what his old rival means by this comment. The King revs his engine loud, making the crowd go crazy in anticipation, watching both cars line up for an impromptu race

"How am I the lucky one here?"

"Well if I didn't crash so long ago..." The pony car replies, looking around the stadium and seeing thousands of King signs, and no Winston signs. "...I would be the one these fans would be screaming for now, and you would be doing...what ever the pace car does at this moment."

Strip Weather's eyes open wide and a huge grin fills his face, as both cars line up for a race they both been waiting a near lifetime for.

"Pace car! I'm not the convertible here Winston!" Strip retorts, taking in a deep inhale from his engine, and positioning himself alongside his old friend and greatest rival.

Winston chuckles hearing the taunting words he is accustom to from the car that always seemed to be by his side at the pole position. He readies himself to launch, awaiting a startled Motor Speedway employee, who is slowly driving back up to the starter's position.

"Is twenty-five laps enough for me to pound on you?" The King asks, watching the yellow and blue pick-up grasping a green flag from its holder, then look down to see if the racers are ready to go.

"What are you getting to old for a full race two hundred laps, Your Highness?" Winston replies with pure sarcasm, then nods his head to the small truck holding up the green flag, letting him know he is ready to go.

"Yes!" The King replies with a nod of his head, signaling his readiness as well, and the flag is dropped.

Both cars take off to the sounds of over thousand horses being unleashed, and the rumble of 200,000 fans screaming like maniacs.

"I got the edge here Strip!" Winston barks, taking the first lead into turn one, and laying on his throttle.

"You got nothing!" The King replies, quickly whipping around Winston's left, and pulling alongside the blue and black Mustang on the back stretch.

Everyone in the stadium is in awe as they posture back and forth, never able to pull away from each other, and staying side by side for forty-eight miles. However, as the white flag is dropped, both cars take it to a new level.

They scream around turn one and two, holding as much speed as possible down the final straight.

"GIVE IT UP WINSTON..." The King barks out against the loud wake of wind, making sure his friend can hear another taunt. "...YOU CAN'T BEAT THE KING!" He says lowering down to the inside, and readying to pull off the same trick his son just did to beat McQueen, and the move that Winston called from the pits.

"NOT A CHANCE!" The Mustang yelps, cutting in front of the King, and forcing to him to make the other move he wants him to try.

"_You know you want that inside line, Strip!"_

The King smirks seeing his opening and pulls inside holding this turn at a speed he knows will make him lose his footing. He is going to use Winston to keep his grip on the track, and beat him out like he has a dozen times. However, the wise Mustang is not only anticipating this, but planned a way to defeat a move he never could in the past.

As the King's right front tire begins to slip in turn four, Winston slams on his brakes, allowing the Dinaco hero to slide right in front of his grille and into the concrete wall. Winston holds his brake, as Strip bounces back towards the inside, spinning completely around as he heads across the track. They lock eyes for a moment, and the King sees a smile begin to fill Winston's face as he slides further off the track and into the infield grass.

The blue Mustang comes to a complete stop just yards from the finish line, and looks back at the broke-down Superbird, who just shakes his head with disappointment.

"OOPS...DID YOU MISS SOMETHING YOUR HIGHNESS?" He remarks sarcastically, laughing hysterically as he backs up a few feet to cross the finish line first.

Winston then quickly rolls over to the King, making sure his old friend, who is still trying to restart his engine after a hard impact to the wall, is not badly damaged.

"Are You OK Strip?" The Mustang remarks.

"Yeah! I think the only thing I broke is my right side upper control arm..." The King replies, shaking his blown tire with pain, before returning a humbled set of eyes to his old rival

"...and my pride!"

Winston leans against the King's right side, allowing him to drive straight on his broken leg.

"Where did you come up with that crazy idea?" Strip continues, showing a certain joy in Winston's victory, as he help him cross the finish line in second.

"I never thought in a million years you would think of stopping short like that."

Winston gives a quick nod towards the heavens, then looks back to the King with a very wry smirk.

"Actually...It only took thirty-five years to come up with that idea!"

**The End...this time I mean it!**

* * *

**I want to hear your feedback on this chapter, because, Just Maybe, another story could come from this. Any Suggestions? Please PM me**

**Anyway...thanks again for reading my story. I have had so much fun seeing the world from a car's eyes, and hope I've been descriptive enough for you to see it as well. ****I think all the Pixar movies are _Incredible..._PUN INTENDED...but Cars is the best. It took seconds for an idea to pop into my head, and only a month to type up almost 90 pages.**

**I also must say thanks for the amount of reviews and hits I have received over this past month. I love feedback, and there has been an abundant amount to take in. Plus my other stories...I know a quite a few people have been hitting the _Spyro Side_ of my life, and I appreciate that as well. **

**Allinol...LOL...Oops...****All in all, this has been a very agreeable experience, and I look forward to starting another. **


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